In these Bylaws, the following words have these meanings.
The following rules of interpretation
must be applied in interpreting these Bylaws.
The Association holds its Annual General Meeting no later than May
31 of each calendar year, in the Province of Alberta. The Board sets
the place, day and time of the meeting.
The Secretary mails or delivers a notice to each Member at least twenty-one
(21) days before the Annual General Meeting. This notice states the
place, date and time of the Annual General Meeting.
1 Agenda
The Annual General Meeting deals with the following matters:
- adopting the minutes of the last Annual
General Meeting;
- considering the President's report;
- reviewing the financial statements setting
out the Association's income, disbursements, assets and liabilities
and the auditor's report;
- elections
- considering any other matters specified in the meeting notice.
1 Calling
of Special General Meeting
A Special General Meeting may be called at any time;
- by a resolution of the Board to that effect;
or
- on the written request of at least three
(3) voting Board Members. The request must state the reason for the
Special General Meeting and the motion(s) intended to be submitted
at this Special General Meeting; or
- on the written request of at least one-third (1/3) of the Voting
Members. The request must state the reason for the Special General
Meeting and the motion(s) intended to be submitted at such Special
General Meeting.
2 Notice
The Secretary mails or delivers a notice to each Member at least twenty-one
(21) days before the Special General Meeting. This notice states the
place, date, time and purpose of the Special General Meeting.
3 Agenda
Only the matter(s) set out in the notice for the Special General Meeting
are considered at the Special General Meeting.
1 Attendance
by the Public
Regular General Meetings, Annual General Meetings, and Special General
Meetings of the Association are open to the public. A majority of the
Members present may require any one who is not a Member to leave.
2 Chairperson
The President chairs every General Meeting of the Association. The
Vice-President chairs in the absence of the President.
If neither the President nor the Vice-President is present within
one-half (1/2) hour after the set time for the General Meeting, the
Members present choose an individual to chair.
3 Quorum
Attendance by 30% of the Voting Members is quorum at a Regular General
Meeting, Annual General Meeting, or Special General Meeting.
The chairperson cancels the General Meeting if a quorum is not present
within one half (1/2) hour after the set time. If cancelled, the meeting
is rescheduled for not more than 45 days at a time and place as specified
by a notice. If a quorum is not present within one-half (1/2) hour after
the set time of the second meeting, the meeting will proceed with the
Members in attendance constituting a quorum.
4 Adjournment
The chairperson may adjourn any General Meeting with the consent of
the Members at the meeting. The adjourned General Meeting conducts only
unfinished business from the initial Meeting.
No notice is necessary if the General Meeting is adjourned for less
than thirty (30) days.
The Association must give notice when a General Meeting is adjourned
for thirty (30) days or more. Notice must be the same as for any General
Meeting.
5 Voting
Each Voting Member group, has one (1) vote. A show of hands decides
every vote at every General Meeting.
A Voting Member may not vote by proxy.
An individual shall not vote on behalf of more than one (1) Member.
A majority of the votes of the Voting Members present decides each
issue and resolution unless the issue needs to be decided by a Special
Resolution.
The chairperson does not have a second or deciding vote in the case
of a tie vote. If there is a tie vote, the motion is defeated.
The chairperson declares a resolution carried or lost. This statement
is final, and does not have to include the number of votes for and against
the resolution.
The chairperson decides any dispute on any vote. The chairperson decides
in good faith, and this decision is final.
6 Failure
to Give Notice of General Meeting
No action taken at a General Meeting is invalid due to:
- accidental omission to give any notice to
any Member;
- any Member not receiving any notice; or
- any error in any notice that does not affect the meaning.
All Voting Members may agree to and sign a resolution. This resolution
is as valid as one passed at a General Meeting. It is not necessary
to give notice or to call a General Meeting. The date on the resolution
is the date it is passed.
5 The
Government of the Association
1 Governance
and Management of the Association
The Board governs and manages the affairs of the Association.
The Board may appoint a paid or volunteer administrator to carry out
management functions under the advisement and supervision of the Board.
2 Powers
and Duties of the Board
The Board has the powers of the Association, except as stated in the
Societies Act. The Board's decisions must comply with any resolutions
of the Members.
The powers and duties of the Board may include but are not restricted
to:
- Promoting the objects of the Association;
- Promoting membership in the Association
- Hiring employees, to operate the Association
- Regulating employees' duties and setting
their salaries;
- Maintaining and protecting the Association's
assets and property;
- Approving an annual budget for the Association;
- Paying all expenses for operating and managing
the Association;
- Paying persons for services and protecting
persons from debts of the Association;
- Investing any extra monies;
- Financing the operations of the Association,
and borrowing or raising monies;
- Making policies for managing and operating
the Association;
- Approving all contracts for the Association;
- Maintaining all accounts and financial records
of the Association;
- Appointing legal counsel as necessary;
- Making policies, rules and regulations for
operating the Association and using its facilities and assets;
- Selling, disposing of, or mortgaging any
or all of the property of the Association; and
- Without limiting the general responsibility
of the Board, delegating its powers and duties.
3 Composition
of the Board
The Board consists of:
- the Officers
- the Region's Directors
- the Region's Deputy Directors
Any individual is eligible to be nominated for and elected or appointed
to a position on the Board. An individual cannot hold more than one
(1) position on the Board.
4 Board
Meetings
Board meetings shall be held as often as may be required, but at least
once every four months.
The President calls the Board meetings. The President also calls a
Board meeting if any two (2) Board Members make a request in writing
and state the business for the Board meeting.
Board meetings shall be held without notice if a quorum of the Board
is present, provided, however any business transactions at such Board
meetings shall be afterwards ratified at the next regularly called Board
meeting; otherwise such transactions shall be null and void.
Upon unanimous resolution of the Board, alternate means (e.g. e-mail,
telephone) for the Board to make decisions may be established. Such
decisions shall be deemed to have occurred at a Board meeting.
Board meetings are open to Members of the Association, but only Board
Members may vote. A majority of the Board Members present may require
any one other than a Board Member to leave.
Irregularities or errors done in good faith do not invalidate acts
done by any Board meeting.
A Board Member may waive formal notice of a Board meeting.
The President chairs every Board meeting. The Vice-President chairs
in the absence of the President.
If neither the President nor the Vice-President is present within
one-half (1/2) hour after the set time for the Board meeting, the Board
members present choose an individual to chair.
Each Region's Director or, in their absence, the Region's Deputy Director
has (1) vote.
Each Officer has (1) vote.
The chairperson does not have a second or deciding vote in the case
of a tie vote. A tie vote means the motion is defeated.
A majority of the voting Board Members present at any Board meeting
is a quorum.
If there is no quorum, the chairperson may adjourn the Board meeting
to the same time, place, and day of the following week. At least five
(5) voting Board Members present at this later Board meeting is a quorum.
5 Resignation,
Death or Removal of a Board Member
A Board Member may resign from office by giving one (1) month's notice
in writing. The resignation takes effect either at the end of the month's
notice, or on the date the Board accepts the resignation.
Voting Members may remove any Board Member before the end of their
term by a majority vote at a General Meeting. The individual may not
again be a Board Member until the next Annual General Meeting.
A Region's Director or a Region's Deputy Director may also be replaced
by a majority vote of the Voting Members within the Region.
If there is a vacancy on the Board, the Board may appoint an individual
to fill the vacancy. The Board may make changes to in-term appointments.
1 Term
At the Annual General Meeting, the Region's Director and Region's Deputy
Director for each Region is installed. The term is until the next Annual
General Meeting.
2 Elections
Each Region shall have an election for their Region's Director and
Region's Deputy Director prior to the Annual General Meeting at which
they are to be installed. Each Voting Member shall have one (1) vote
within their Region.
Regions may re-elect any Region's Director or Region's Deputy Director
of the Board for a maximum of three (3) consecutive terms.
3 Duties
The Region's Director is responsible to represent all Search and Rescue
disciplines within their region.
The Region's Deputy Director shall perform the duties of the Region's
Director in his absence.
The Officers of the Association are the Secretary, Treasurer, Vice-President,
President and Past President.
1 Term
of Office
The term of the Secretary is two (2) years, beginning on each odd-numbered
years.
The term of the Treasurer is two (2) years, beginning on each even-numbered
years.
The term of the Vice-President, President, and Past President is one
(1) year.
Terms end at the completion of an Annual General Meeting.
An individual may hold any given office for a maximum of three (3)
consecutive terms. An individual may hold the combination of offices
Vice-President, President, and Past President for a maximum of (5) consecutive
terms.
2 Automatic
Succession
An elected Vice-President automatically succeeds the President, if
- the office of President becomes vacant, or
- the Vice-President remains in office until the end of the term.
The Past President for the next term shall be
- the current Past President, if the current President remains in
office.
- the out-going President, if that individual held office by election
or automatic succession.
- vacant in any other circumstance.
3 Elections
Elections for Officers are held at an Annual General Meeting.
Elections are held for any office other than Past President if the
office is
- at the end of its term
- vacant, or
- filled by an in-term appointment
and the office does not become filled by automatic
succession.
4 Duties
Supervises the affairs of the Board,
When present, chairs all General Meetings, Board meetings and Executive
Committee meetings;
Is an ex officio member of all Committees, except the Nominating Committee;
Acts as the spokesperson for the Association; and
Carries out other duties assigned by the Board.
Presides at meetings in the President's absence.
Replaces the President at various functions when asked to do so by
the President or the Board;
Is a member of the Executive Committee; and
Carries out other duties assigned by the Board.
Attends all General Meetings, Board meetings and Executive Committee
meetings,
Keeps accurate minutes of these meetings;
Has charge of the Board's correspondence;
Makes sure a record of names and addresses of all Members is kept;
Makes sure all notices of various meetings
are sent;
Makes sure annual fees are collected and deposited;
Files the annual return, changes in the Board
Members of the organization, amendments in the bylaws and other incorporating
documents with the Corporate Registry; and
Carries out other duties assigned by the Boa
rd.
Makes sure all monies paid to the Association are deposited in a chartered
bank, treasury branch or trust company chosen by the Board;
Makes sure a detailed account of revenues and expenditures is presented
to the Board as requested;
Makes sure an audited statement of the financial position of the Association
is prepared and presented to the Annual General Meeting;
Is a member of the Executive Committee; and
Carries out other duties assigned by the Board.
Chairs the nominating committee; and
Carries out other duties assigned by the Board.
6 Finance
and other Management Matters
The Registered Office of the Association
may be established at a General Meeting or by resolution of the Board.
The fiscal year of the Association ends
on December 31 of each year.
There must be an audit of the books, accounts
and records of the Association at least once each year. Two (2) individuals,
neither of whom are the Treasurer, elected for that purpose at the Annual
General Meeting or a qualified accountant must do this audit. At each
Annual General Meeting of the Association, the auditor submits a complete
statement of the books for the previous year.
The Board may adopt a seal as the Seal
of the Association.
The Secretary had control and custody
of the seal, unless the Board decides otherwise.
The Seal of the Association can only be
used by Officers authorized by the Board. The Board must pass a motion
to name the authorized Officers.
The Board designates which Officers shall
sign all cheques drawn on the monies of the Association. The Board may
authorize a Project Manager to sign cheques for certain amounts and circumstances.
Two signatures are required on all cheques.
A Project Manager may not sign his own
pay cheque.
All contracts of the Association must
be signed by the Officers or other persons authorized to do so by resolution
of the Board.
The Board keeps and files all necessary
books and records of the Association as required by the Bylaws, the Societies
Act, or any other statute or laws. Each Board Member shall at all times
have access to such books and records.
A Member wishing to inspect the books
or records of the Association must give reasonable notice to the President
or the Secretary of the Association of his intention to do so.
Unless otherwise permitted by the Board,
such inspection will take place only at the Registered Office, or other
regular business premises operated by the Association, during normal business
hours.
All financial records of the Association
are open for such inspection by the Members.
Other records of the Association are also
open for inspection, except for records that the Board designates as confidential.
The Association may borrow or raise funds
to meet its objects and operations. The Board decides the amounts and
ways to raise money, including giving or granting security.
The Association may issue debentures to
borrow only by resolution of the Board confirmed by a Special Resolution
of the Association.
No Member, Board Member or Officer of
the Association receives any payment for his services as a Member, Board
Member or Officer.
Reasonable expenses incurred while carrying
out duties of the Association may be reimbursed upon Board approval.
Each Board Member including Officers holds
office with protection from the Association. The Association indemnifies
each Board Member or Officer against all costs or charges that result
from any act done in his role for the Association. The Association does
not protect any Board Member or Officer for acts of fraud, dishonesty,
or bad faith.
No Board Member or Officer is liable for
the acts of any other Board Member, Officer, Member, employee or volunteer.
No Board Member or Officer is responsible for any loss or damage due to
the bankruptcy, insolvency, or wrongful act of any person, firm or corporation
dealing with the Association. No Board Member or Officer is liable for
any loss due to an oversight or error in judgment, or by an act in his
role for the Association, unless the act is fraud, dishonesty or bad faith.
Board Members including Officers can rely
on the accuracy of any statement or report prepared by the Association's
auditor. Board Members and Officers are not held liable for any loss or
damage as a result of acting on that statement or report.
The Bylaws may be rescinded, altered or
added to by a Special Resolution.
The amended Bylaws take effect after approval
of the Special Resolution by the Members and acceptance by the Corporate
Registry of Alberta.
If the Association is dissolved, any funds
or assets remaining after paying all debts are paid to a registered and
incorporated charitable organization or organizations. Members select
this organization by Special Resolution.