Bylaws

From SARA

Jump to: navigation, search

SAR Alberta's bylaws are kept on the main SAR Alberta website at http://www.saralberta.org/Committee/bylaws-and-policies/bylaws/index.html

Sections of the bylaws are reproduced below, to enable easy linking. Please refer to the files on the main SAR Alberta website for accuracy.


SAR Alberta Bylaws

SAR ALBERTA (SEARCH AND RESCUE ASSOCIATION OF ALBERTA)

AS AMENDED March 8, 2003

Contents

1 Definitions

In these Bylaws, the following words have these meanings:

Act means the Societies Act R.S.A. 1980, Chapter S-18 as amended, or any statute sustained for it.

Annual General Meeting means the annual general meeting described in Article 4.1.

Association means SAR Alberta (Search and Rescue Association of Alberta).

Board means the board of directors of this Association.

Board Member means an individuals who sits on the Board as described in Article 5.1.3.

Bylaws means the bylaws of this Association.

General Meeting means a Regular General Meeting, an Annual General Meeting or a Special General Meeting.

Member means a Member of the Association. Where membership applies to an organization, the organization shall designate an individual to represent that organization or to fulfill an action or roll on its behalf, e.g. to attend a meeting. A Member's Region is the Region in which their corporate or registered address lies.

Mail shall include communications by electronic means, including telephone facsimile transmissions (faxes) and electronic mail systems, including Internet communications (email) where these are available.

Officer means any officer listed in Article 5.3.

Region means one of the six (6) regions into which the province of Alberta is divided, based upon the map attached as Appendix I.

Regional Director means the individual elected or appointed to represent a Region.

Regional Deputy Director means the individual elected or appointed to take on the privileges and responsibilities of a Regional Director in their absence.

Registered Office means the registered office for the Association.

Register of Members means the register maintained by the Board containing the names of the Members of the Association.

Special General Meeting means the special general meeting described in Article 4.2.

Special Resolution means:

1. a resolution passed at a General Meeting of the Members of this Association. There must be twenty-one (21) days' notice for this meeting. The notice must state the proposed resolution. There must be approval by a vote of 75% of the Voting Members who vote in person;

2. a resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days' notice for this meeting. All the Voting Members eligible to attend and vote at the General Meeting must agree; or

3. a resolution agreed to in writing by all the Voting Members who are eligible to vote on the resolution at a General Meeting.

Voting Member means a Member entitled to vote at the meetings of the Association.


2 Interpretation

The following rules of interpretation must be applied in interpreting these Bylaws.

Singular and Plural Words indicating the singular number also include the plural, and vice-versa.

Masculine and Feminine Words indicating the masculine gender also include the feminine gender and vice versa.

Corporation Words indicating persons also include corporations.

Headings Are for convenience only. They do not affect the interpretation of these Bylaws.

Liberal Interpretation These Bylaws must be interpreted broadly and generously.

3 Membership

3.1 Classification of Members

There are two categories of Members:

1. Regular Members

2. Associate Members

3.2 Regular Members

Bylaws/3.2 Regular Members:

Any volunteer Search and Rescue group residing in, or serving the public of Alberta may become a Regular Member (voting) by submitting a membership application to the Board no later then four months before the Annual General Meeting, and upon a majority vote by the Board, followed by a favourable vote passed by a majority of the Members at a General Meeting.

Regular Member pay the annual membership fees for Regular Members (if any).


3.3 Associate Members

Bylaws/3.3 Associate Members:

Associate Membership (non-voting) may be approved by a favourable vote passed by a majority of the Members at a General Meeting from applicants from the following:

1. Individual Search and Rescue Specialists

2. Federal, Provincial or Municipal Government departments or agencies

3. Business or industry

4. Other organizations;

Associate Members pay the annual membership fees for Associate Members (if any).


3.4 Membership Fees

The membership year is January 1 to December 31.

Membership fees in the Association shall be determined, from time to time, by the Members at a General Meeting.

The annual membership fees must be paid on or before February 28 of every year.

3.5 Rights and Privileges of Members

Any Member in good standing is entitled to:

1. receive notice of General Meetings of the Association

2. attend any General Meeting of the Association; and

3. speak at any General Meeting of the Association and

4. exercise other rights and privileges given to Members in these Bylaws.

3.6 Member In Good Standing

A Member is in good standing when:

1. the Member has paid membership fees or other required fees to the Association and

2. the Member is not suspended as a Member as provided for under Suspension of Membership.

3.7 Voting Members

The only Members who can vote at meetings of the Association are Regular Members in good standing.

A Voting Member is entitled to one (1) vote at a General Meeting of the Association.

3.8 Suspension of Membership

3.8.1 Decision to Suspend

The Board, at a special meeting of the Board called for that purpose, may suspend a Member's membership for not more than four (4) months, for one or more of the following reasons:

1. if the Member has failed to abide by the Bylaws;

2. if the Member has been disloyal to the Association

3. if the Member has disrupted meetings or functions of the Association;

4. if the Member has done or failed to do anything judged to be harmful to the Association;

5. if the Member has failed to abide by any resolution of the Members, the text of which states that such a failure may result in a suspension.

3.8.2 Notice to the Member

The affected Member will receive written notice of the Board's intention to deal with whether that Member should be suspended or not. The Member will received at least two (2) weeks notice before a special meeting of the Board.

The notice will be sent by single registered mail to the last known address of the Member shown in the records of the Association. The notice may alternatively be delivered by an Officer of the Board.

The notice will state the reasons why suspension is being considered.

3.8.3 Decision of the Board

The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another individual to accompany the Member.

The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board.

The Board may exclude the Member from its discussion of the matter, including the deciding vote.

The decision of the Board is final.

3.9 Termination of Membership

3.9.1 Resignation

Any Member may resign from the Association by sending or delivering a written notice to the Secretary or President of the Association.

Once the notice is received, the Member's name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date the name is removed from the Register of Members.

A Member is deemed to have resigned, if they have not paid the annual membership fees and filed their annual membership registration within three (3) months following the date they are due or if the member no longer meets the classification requirements of membership.

3.9.2 Expulsion

The Association may, by Special Resolution at a Special General Meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Association.

This decision is final.

On passage of the Special Resolution, the name of the Member is removed from the Register of Members.

3.10 Transmission of Membership

No right or privilege of any Member is transferable to another group or individual. All rights and privileges cease when the Member ceases to be a Member.

3.11 Continued Liability for Debts Due

Although a Member may cease to be a Member, they are liable for any debts owing to the Association at the date they cease to be a Member.

3.12 Limitation on the Liability of Members

No Member is, in an individual capacity, liable for any debt or liability of the Association.

4 General Meetings

4.1 The Annual General Meeting

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.

4.1.1 Agenda

The Annual General Meeting deals with the following matters:

1. adopting the minutes of the last Annual General Meeting;

2. considering the President's report;

3. reviewing the financial statements setting out the Association's income, disbursements, assets and liabilities and the auditor's report;

4. elections

5. considering any other matters specified in the meeting notice.

4.2 Special General Meeting of the Association

4.2.1 Calling of Special General Meeting

A Special General Meeting may be called at any time;

1. by a resolution of the Board to that effect; or

2. 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

3. 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.

4.2.2 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.

4.2.3 Agenda

Only the matter(s) set out in the notice for the Special General Meeting are considered at the Special General Meeting.

4.3 Proceedings at All Types of General Meetings

4.3.1 Attendance by the Public

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.

4.3.2 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.

4.3.3 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.

4.3.4 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.

4.3.5 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.

4.3.6 Failure to Give Notice of General Meeting

No action taken at a General Meeting is invalid due to:

1. accidental omission to give any notice to any Member;

2. any Member not receiving any notice; or

3. any error in any notice that does not affect the meaning.

4.4 Written Resolution of All the Voting Members

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

5.1 The Board

5.1.1 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.

5.1.2 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:

1. Promoting the objects of the Association;

2. Promoting membership in the Association

3. Hiring employees, to operate the Association

4. Regulating employees' duties and setting their salaries;

5. Maintaining and protecting the Association's assets and property;

6. Approving an annual budget for the Association;

7. Paying all expenses for operating and managing the Association;

8. Paying persons for services and protecting persons from debts of the Association;

9. Investing any extra monies;

10. Financing the operations of the Association, and borrowing or raising monies;

11. Making policies for managing and operating the Association;

12. Approving all contracts for the Association;

13. Maintaining all accounts and financial records of the Association;

14. Appointing legal counsel as necessary;

15. Making policies, rules and regulations for operating the Association and using its facilities and assets;

16. Selling, disposing of, or mortgaging any or all of the property of the Association; and

17. Without limiting the general responsibility of the Board, delegating its powers and duties.

5.1.3 Composition of the Board

The Board consists of:

1. the Officers

2. the Regional Directors

3. the Regional 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.

5.1.4 Tied Elections

In the case of a tied election, the Members eligible to vote in the election shall be presented an additional opportunity to resolve the tie.

If the election remains tied, the Board Members shall elect from among the candidates tied for the position. The candidate elected by the Board Members shall be declared elected to the position.

If the tied election occurs as part of a General Meeting, the decision shall be made by the Board Members in attendance. If the tied election occurs as part of a Regional Meeting or otherwise, the decision shall be made at the next Board Meeting.

Board Members who are one of the tied candidates shall be absent during the decision of the Board Members.

The election by the Board Members shall be by secret ballot.

Each Board Member in attendance shall be obliged to vote for one of the tied candidates, with the exception that if a tied ballot could theoretically occur, the chair shall not vote.

5.1.5 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.

5.1.5.1 Chairperson

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.

5.1.5.2 Voting

Each Regional Director or, in their absence, the Regional 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.

5.1.5.3 Quorum

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.

5.1.6 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 Regional Director or a Regional 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.

5.2 Regional Directors

5.2.1 Term

At the Annual General Meeting, the Regional Director and Regional Deputy Director for each Region is installed. The term is until the next Annual General Meeting.

5.2.2 Elections

Each Region shall have an election for their Regional Director and Regional 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 Regional Director or Regional Deputy Director of the Board for a maximum of three (3) consecutive terms.

5.2.3 Duties

The Regional Director is responsible to represent all Search and Rescue disciplines within their region.

The Regional Deputy Director shall perform the duties of the Regional Director in his absence.

5.3 Officers

The Officers of the Association are the Secretary, Treasurer, Vice-President, President and Past President.

5.3.1 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.

5.3.2 President for Following Term

At the start of each new term for President, the office:

1. is filled through automatic succession by the out-going Vice-President, if the Vice-President did not gain office by appointment; otherwise,

2. is filled through automatic continuation of the current President, if the President did not gain office by appointment; otherwise,

3. is filled by election.

5.3.3 Past President for Following Term

At the start of each new term for Past President, the office:

1. is filled through automatic succession by the out-going President, if the President did not gain office by appointment; otherwise,

2. is filled through automatic continuation of the current Past President, if the Past President did not gain office by appointment; otherwise,

3. is vacant, and may be filled by appointment per Article 5.1.6.

5.3.4 Vice-President, Secretary, Treasurer for Following Term

At the start of each new term for Vice-President, Secretary or Treasurer, the office is filled by election.

5.3.5 Vacancy of Office of President

If the office of the President becomes vacant before the end of the term, the office:

1. is filled through automatic succession by the Vice-President, if the current Vice-President did not gain office by appointment; otherwise,

2. may be filled by appointment per Article 5.1.6.

5.3.6 Vacancy of other Offices

If an office other than President becomes vacant before the end of term, the office may be filled by appointment per Article 5.1.6.

5.3.6 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

1. at the end of its term

2. vacant, or

3. filled by an in-term appointment

and the office does not become filled by automatic succession.

5.3.7 Duties

5.3.7.1 President

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.

5.3.7.2 Vice-President

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.

5.3.7.3 Secretary

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 Board.

5.3.7.4 Treasurer

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.

5.3.7.5 Past President

Chairs the nominating committee; and

Carries out other duties assigned by the Board.

6 Finance and other Management Matters

6.1 Registered Office

The Registered Office of the Association may be established at a General Meeting or by resolution of the Board.

6.2 Finance and Auditing

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.

6.3 Seal of the Association

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.

6.4 Cheques and Contracts of the Association

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.

6.5 The Keeping and Inspection of the Books and Records of the Association

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.

6.6 Borrowing Powers

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.

6.7 Payments

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.

6.8 Protection and Indemnity of Board Members and Officers

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.

7 Amending the Bylaws

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.

8 Dissolving The Association and Distributing Assets

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.

Personal tools