ALBERTA AZERBAIJANI CULTURAL SOCIETY BYLAWS 2008
ALBERTA CORPORATE REGISTRY
Copyright of Alberta Azerbaijani Cultural Society 2008
TABLE OF CONTENTABBREVIATIONS DEFINITIONS §1.0.0 INCORPORATION §1.1.0 NAME §1.2.0@ THE BEST INTERESTS OF ALACS §1.2.1@¶ PRIVACY AND ETHICAL CODE §1.3.0 OPERATIONS §2.0.0 BYLAWS §2.1.0 MEMBERSHIP §2.1.1@¶ MEMBERSHIP APPLICATION AND TERMS OF ADMISSION¶ §2.1.2(@¶) RIGHTS / PRIVILEGES §2.1.3@¶ RESPONSIBILITIES §2.1.4 MEMBERSHIP FEES §2.1.5(@¶) MEMBERSHIP CLASSIFICATION §2.1.6(@¶) RESIGNATION/SUSPENSION/EXPULSION §2.1.7 ARBITRATION §2.1.8 DISCIPLINARY ACTION §2.1.9 CONFLICT RESOLUTION §2.2.0 LIMITATION OF LIABILITY §2.2.1 INSURANCE §2.2.2 CONFLICT OF INTEREST §3.0.0 MEETINGS §3.1.0 SOCIETY MEETINGS §3.1.1 MEETING/EVENT ANNOUNCEMENTS §3.1.2 ANNUAL GENERAL MEETING §3.1.3(@) GENERAL/SPECIAL MEETING(S) §3.1.4 QUORUM REPRESENTATION §3.1.5 VOTING MEMBERS §3.1.6 MAJORITY VOTE §3.1.7@¶ CHAIRPERSON §3.2.0 BOARD OF DIRECTORS §3.2.1 MEETINGS §3.2.2(@) SPECIAL MEETINGS §3.2.3 MEETING ANNOUNCEMENT §3.2.4 QUORUM REPRESENTATION §3.2.5 VOTING MEMBERS §3.2.6 MAJORITY VOTE §3.3.0 COMMITTEE MEETING §4.0.0@¶ BOARD OF DIRECTORS OFFICE §4.1.0 APPOINTMENT/TERM §4.1.1 EXECUTIVE OFFICERS §4.1.2 COMMITTEE DIRECTORS §4.1.3 COMMITTEE AND COMMITTEE MEMBERS §4.2.0 REMOVAL §4.3.0 POWERS §4.4.0 DUTIES §4.4.1@¶,(@) PRESIDENCY, EXECUTIVE OFFICE OF §4.4.2 EXECUTIVE DIRECTOR, OFFICE OF §4.4.3 TREASURER - EXECUTIVE OFFICE OF §4.4.4 MEMBER - COMMITTEE(S) §4.5.0 REMUNERATION §4.6.0 OTHER §5.0.0 SOCIETY §5.1.0 LOSS OF USE §5.2.0 FINANCE §5.2.1 BUDGETS §5.2.2 EXECUTION OF FINANCIAL INSTRUMENTS §5.2.3 BORROWING POWERS §5.2.4 CAPITAL EXPENDITURES §5.2.5 SURPLUS FUNDS §5.2.6 AUDIT OF ACCOUNTS §5.2.7 FISCAL YEAR §5.3.0 SOCIETY SEAL §5.3.1 CUSTODY OF §5.3.2 USE OF §5.4.0 BYLAW DEVELOPMENT §5.4.1@¶ MAKING, RESCINDING AND ALTERING §5.5.0 RECORDS §5.5.1 MINUTES §5.5.2 OTHER §5.6.0 INSPECTION OF RECORDS §5.7.0 EXECUTION OF DOCUMENTS §5.8.0 CONFIDENTIALITY§5.9.0@¶ PUBLICITY §6.0.0@ DISSOLUTION ABBREVIATIONSALACS – The Alberta Azerbaijani Cultural Society. (ALACS) Authority (or plural) – the Presidency Office of ALACS.P&EC – Privacy and Ethical Code.@ - Bylaw cannot be changed in any way or removed. (@)-refers to some sections within paragraph.@¶ - Bylaw can be only added to. (@¶)-refers to some sections within paragraph. DEFINITIONSIn the context of these Bylaws, including this section, unless the context or subject matter requires a different meaning, which would be indicated correspondingly in the text and otherwise based on Alberta Society Act:Annual General Meeting shall mean the regular general meeting, required by The Societies Act, to be held annually.Board The Board of Directors of Alberta Azerbaijani Cultural Society, ALACS.Bylaws shall mean present ALACS Bylaws and any amendments thereto.Conflict of interests A situation in which any member could benefit personally from a decision made by the board or committee and that the person's benefit could be in conflict with the best interests of the organization. Director Member of the Board.Ex-officio (ex oh-fish-ee-oh) adj. Latin for "from the office" to describe someone who has a right because of his/her role or position. For example, the President is an ex officio member of committees, because of holding the position of president. Fiscal Related to money or finance.General Meeting shall mean a meeting of the members of the ALACS.Meeting shall mean any meeting of members, or groups of members of ALACS duly called as required under these bylaws or by any action of the. Member in good standing, a member, who had paid the membership fee for the current year.Motion A statement beginning with "I move that…" or "Moved that…" on which members are asked to vote "in favor" or "opposed."President ex-officio member of all committees, member and Chairperson of the Board.Quorum The minimum number of members who must be present to carry on business at a meeting.Register shall mean the register of members of the Society, to be kept by the Society, as required by the Societies Act.Reimbursement Money paid back to a person who spends his or her own money for expenses related to Literacy Alberta Society.Remuneration Money paid to a person for providing a service (wages or fees).Seal shall mean the Corporate seal of the ALACS with name of the society on it. When the seal is used on a page, that proves the page is legally approved by ALACS.Special Resolution A motion that requires 21 days advance notice to members, and 75% of those voting to vote in favor in order to be approved.The Society shall be referred to ALACSThe Societies Act and Act shall both mean The Societies Act, R.S.A 2000, Chapter s-14, and every other Act incorporated or substituted therefore.The Societies Act§1.0.0 INCORPORATIONALACS was incorporated with Alberta Corporate Registries on December 24, 2005. §1.1.0 NAMEThe full name of the Society is: Alberta Azerbaijani Cultural Society, but the abbreviated form, ALACS, is extensively used.§1.2.0@ THE BEST INTERESTS OF ALACSThe best interests of ALACS shall be considered those which support the Society’s vision, mission and objectives and in agreement with the Society’s Privacy and Ethical Code. All decisions in ALACS shall be made in support of “the best interests of the Society”.§1.2.1@¶ PRIVACY AND ETHICAL CODE (P&EC)§1.2.1.1 It is a duty of each ALACS member or volunteer to respect other members of ALACS, to respect ALACS Bylaws and rules, authorities and their decisions and to respect the reputation of the Society;§1.2.1.2 ALACS supports freedom of speech and information. However if it happens that the Society’s position may temporary require to keep confidential to carry out necessary investigations/elucidations concerning the Society’s prospective/current/past members or business and at such conditions releasing of any information may mislead community and damage ALACS reputation, then it becomes a duty of each ALACS member/volunteer to keep related information and outcomes confidential on a level suggested by ALACS Board in support of §1.2.0;§1.2.1.3 ALACS members/volunteers shall not use information they receive in ALACS to harm anyone’s reputation;§1.2.1.4 ALACS members/volunteers shall not use private information such as personal data on other ALACS members they might find in ALACS record books or other ALACS sources;§1.2.1.5 As stated herein, the Ethical Code of ALACS requires also that members/volunteers of ALACS do not mislead ALACS authorities in any ALACS-related issue and for any reason. This also includes not using a privilege to voice/vote/sign for sake of any personal matter.§1.2.1.6 It is a duty of each ALACS member/volunteer to follow and to act accordingly to the P&EC of ALACS. §1.2.1.7 ALACS member/volunteer shall not publicize or distribute any information on ALACS before informing and consulting with ALACS authorities.§1.2.1.8 Unwillingness to follow §1.2.1.1, §1.2.1.2, §1.2.1.3, §1.2.1.4, §1.2.1.5, §1.2.1.6 and §1.2.1.7 stated above and/or willingly/knowingly damaging ALACS reputation are not in agreement with the best interests of the Society and the ALACS P&EC and therefore shall be considered as membership violations. Such a membership violation may result in membership suspension/expulsion. Such decision shall be issued by the governing Board upon receiving a notice that such an issue took a place and upon investigation and personal interview if necessary. Misuse of membership privilege to vote such as for sake of any personal matter shall result in voting rights suspension for given member. §1.2.1.9 ALACS member/volunteer may request not being publicized. Such a request shall be indicated in a corresponding line of ALACS Membership Application Form.§1.2.0 OPERATIONSThe operations of the Society are to be chiefly carried on in the Province of Alberta. The branch of ALACS may be opened in other city of Alberta. ALACS preserves all rights to cooperate with related organizations in Canada and abroad for the best interests of the Society (§1.2.0).§2.0.0 BYLAWS§2.1.0 MEMBERSHIP§2.1.1@¶ MEMBERSHIP APPLICATION AND TERMS OF ADMISSION§2.1.1.1 Any person 14 years and older may apply for being a member of ALACS by filling out the ALACS Membership Application Form and paying the ALACS membership fee. Such application form and the membership fee shall be submitted to the ALACS Executive Director. ALACS membership applications can be also submitted electronically to info@alacs.biz. In such case a membership fee has to be paid on the next scheduled meeting within 3 weeks of application.§2.1.1.2 Anyone who has been expelled, or who has withdrawn upon threat of expulsion, from any recognized club/society may be considered ineligible for the ALACS membership. Such an eligibility decision shall be issued by the active Board of Directors of ALACS upon investigation and, if necessary, upon an interview with a prospective member. This prospective member shall not participate in any ALACS activity until the eligibility decision is issued.§2.1.1.3 Anyone who has been either expelled or voluntarily withdrawn from ALACS membership upon treat of expulsion in the past and may exhibit potential harm to the ALACS affairs and/or ALACS reputation in future may be considered ineligible for new membership with ALACS. Such a decision shall be issued by the active Board of Directors of ALACS upon investigation and if necessary, upon an interview with a prospective member. This prospective member shall not participate in any ALACS activity until the eligibility decision is issued.§2.1.1.4 Prospective members of ALACS are strongly encouraged to become familiar with ALACS Bylaws prior making a decision to become a member of ALACS. Such step is necessary to ensure that all members are familiar with and accept the ALACS objectives and rules. Upon making a decision on becoming a member of ALACS, prospective members shall indicate that they have read and agreed with the ALACS Bylaws in corresponding line of ALACS membership application form. By signing ALACS membership application form a member automatically agrees with ALACS Bylaws. §2.1.2 RIGHTS / PRIVILEGES§2.1.2.1@¶ ALACS membership is a privilege and not a right. Therefore and also because the Society is a group of individuals brought together voluntarily by common interests, the rights and interests of any individual member are non existent before the rights and interests of the Society.§2.1.2.2 Following privileges associated with society membership, as outlined herein, are offered by the Society in return for particular obligation and duties of individual members:a. participation in ALACS meetings b. voting rights c. participation in ALACS eventsd. common access to such equipment and/or facilities that the Society may own, lease or otherwise control if the Society does not need such equipment and/or facilities at that period of time.§2.1.3@¶ RESPONSIBILITIESThe following are the Society's considered duties of the individual member and are a continuing condition of membership:a. support the objectives, Bylaws, rules and sponsored functions of the Society;b. support the best interests and the P&EC of the Society;c. support of the ALACS affairs by attending scheduled meetings of ALACS*;d. to participate in the scheduled maintenance and/or routine and general good housekeeping of society equipment and/or facilities whether they be owned, leased or otherwise under the control of the Society*.* Taking into account life style and responsibilities of individual members, a physical presence of such members on ALACS meetings is strongly desired but is not obligated unless such a member has taken specific responsibilities related to a certain meeting.§2.1.4 MEMBERSHIP FEES§2.1.4.1 ALACS full membership fee is 20$ per year. Higher than 20$ payment of membership fee shall be accepted and classified as “other”. ALACS has also student membership fee of 10$/year and reduced membership fee of 5$/year for low-income members. §2.1.4.2 Membership fee has to be paid annually in January (ALACS fiscal year) for existing members or within three weeks for new members. The Membership fee has to be paid to ALACS Executive Director or ALACS treasurer. This payment shall be done either by cash, or by check payable to ALACS. §2.1.4.3 Those new members who had paid their membership fee in the period between October 15 and December 31 of the current year (X) shall be considered as paid members in good standing for the next calendar year (X+1). For all other members who did not renew their membership fee, such a membership shall be considered as an expired until a new payment will be made.§2.1.4.4 Any child before age of 14, who has at least one parent who is a paid member of ALACS shall be considered as a non-paid member of ALACS unless his (her) parents disagree with this statement. §2.1.5 MEMBERSHIP CLASSIFICATION§2.1.5.1 ALACS has following kinds of membership:§2.1.5.1a Regular member§2.1.5.1b Distant member*§2.1.5.1c Volunteer member§2.1.5.1d Child member§2.1.5.1e@¶ Life member* In case if no ALACS branches are available (§1.3.0). If other ALACS branches are available then the “distance membership” from that city shall be considered as a regular membership.Followed are descriptions and specific responsibilities of each group of members:§2.1.5.1a Regular member is a member in good standing by means a member who has paid either full or reduced membership fee for the current year. Regular member fully participates in ALACS activities (regular active member).§2.1.5.2b Distant member is a member in good standing by means a member who has paid either full or reduced membership fee for the current year. §2.1.5.2b1 A distant member, who is not residing in Edmonton but is interested in ALACS activities and wishes to participate, may provide a Proxy Letter to one of the regular active members. §2.1.5.2b2 Individuals who had resided in Edmonton and participated in ALACS activities in the past and were neither expelled nor voluntarily withdrawn from ALACS and are interested in ALACS activities and plan to return to Edmonton eventually may preserve their membership with ALACS and such membership shall be considered as a distant membership. §2.1.5.2b3 An individual, who is residing in Edmonton, is interested in ALACS activities and who was neither expelled nor voluntarily withdrawn from ALACS in the past but cannot commit to a physical presence in ALACS activities due to a health-related reason shall be also considered as a distant member rather than a regular member if this member was offered such a possibility and did not refuse it. Such a distant member shall also submit a Proxy Letter to one of the ALACS active regular members.§2.1.5.1c A volunteer member is an individual who is interested in ALACS activities but prefers to provide a very limited commitment to ALACS. Volunteer members do not pay ALACS membership fee and therefore they are not considered as members in good standing. Volunteer members are limited in ALACS membership privileges. Anyone at age 14 and older may become a volunteer member of ALACS in agreement with §2.1.1. Those who wish to volunteer for ALACS have to fill out ALACS Membership Application Form and indicate "volunteer" in a special place provided.2.1.5.1d Child member is any child before age of 14, who has at least one parent who is a member of ALACS. Children of ALACS shall be considered as a non-paid members of ALACS unless his(her) parents disagree with this statement. Children of ALACS are eligible to participate in any of ALACS activities without rights to vote.§2.1.5.1e@¶ Life member. ALACS introduces life membership as a sign of acknowledgement of individual members of ALACS and recognition of their achievements for ALACS. Life members are encouraged to pay a membership fee and shall be classified as members in good standing. Any member of ALACS who has been neither expelled nor suspended or voluntarily withdrawn from ALACS may be nominated for the life membership. Such a nomination shall be done in written and submitted to the Board of ALACS. This nomination shall also include complete description of achievements a person has done for the ALACS and other related information. Life membership nominations shall be reviewed by the Board on the next meeting of the Board of Directors of ALACS. On this meeting the Board shall decide if the achievements by the member are adequate for the privilege of the life membership. Such a decision shall be announced on the Annual General meeting of ALACS. Such a decision and related documents shall be kept in ALACS membership books and are a property of ALACS archives. Only one member per year may receive the privilege of the life membership. Life membership shall not be a subject of cancellation.§2.1.5.1f@¶ As per December 2007, there are 3 life memberships:1. Sabina Isgandarova – Founder of the ALACS2. Aref Seyyed Najafi – Founder of the ALACS3. Shoja Takesh – For the financial and ambassador achievements for the ALACS. §2.1.5.2 Table #1 summarizes rights and privileges of each group of members of ALACS. The information in this table is only effective for ALACS members who were neither expelled no suspended or voluntarily withdrawal from ALACS.Membership Bylaw application
|
Membership
|
Bylaw application
|
|
Member in good standing
|
§2.1.2
|
§2.1.3
|
§2.1.4
|
|
§2.1.5.1a Regular member
|
yes
|
yes
|
yes
|
yes
|
|
§2.1.5.1b Distant member
|
yes
|
yes
|
yes
|
yes
|
|
§2.1.5.1c Volunteer member
|
no
|
§c
|
yes
|
no
|
|
§2.1.5.1d Child member
|
no
|
n/a
|
n/a
|
no
|
|
§2.1.5.1e@ Life member
|
yes
|
yes
|
yes
|
desired
|
§2.1.6 RESIGNATION/SUSPENSION/EXPULSION §2.1.6.1 Any member of ALACS wishing to withdraw from membership may do so upon submitting a written notice to any member of the active Board who shall further hand this notice to the ALACS Executive Director. Such a notice can be also submitted electronically at info@alacs.biz. Upon refusal of submitting such a written notice, the Board of Directors of ALACS shall decide by majority of votes his/her membership withdrawal based on verbal resignation and related evidence.§2.1.6.2 Any member may be suspended from the membership upon a majority of votes of the Board of Directors of ALACS on a next scheduled meeting or a special meeting for any cause which the Board of Directors may deem reasonable. The Board shall also decide for how long this member shall be suspended.§2.1.6.3 Any member may file for a suspension of another member for a reason of being abused by the latter. He/she shall do so by submitting in writing a notice which will state the complaint and by providing related evidences to the Board of Directors. It is a duty of the Board to decide if the person shall be suspended from the membership upon investigations and recommendations from the Vice-President of Internal Relations. If any person on the Board is a part of such complaint, he/she shall not present during decision making process on a Board meeting.§2.1.6.4 Any member may be expelled from the membership for any cause which the Board of Directors may deem reasonable. §2.1.6.5@¶ Any member shall be expelled from the membership (without a right to appeal) upon a majority of votes of the Board of Directors of ALACS on a special meeting for following reasons:a. intentionally damaging the ALACS reputation;b. offensive personal conduct;c. demonstrated verbal or physical violence. §2.1.6.6@ No membership fee or any other donation made to ALACS shall be returned upon membership withdrawal, suspension or expulsion.§2.1.6.7@ Any information, documentations, pictures and records depicting a member of ALACS shall be considered as a property of ALACS and shall be kept in ALACS archives. Such information shall not be eliminated upon a request of an expelled/suspended/withdrawn member.§2.1.6.8 Any decision of the Board concerning membership withdrawal, suspension or expulsion (except §2.1.8.5) may be appealed only by the individual in account of which this decision was made. Such an appeal shall be submitted in written form stating the reason why the member thinks that the decision was unfair and providing related evidences to the ALACS Board.§2.1.7 ARBITRATIONVice-President of Internal Affairs (§4.4.1.4) and if necessary the Board of Directors shall serve as arbitrators in all disputes arising between any members of the Society and shall do so in accordance with §1.2.0 and §1.2.1.§2.1.8 DISCIPLINARY ACTIONFor sake of preserving the ALACS objectives and for upholding the rights, privileges or responsibilities of the ALACS membership, the Vice-President of Internal Affairs shall:§2.1.8.1 Upon receipt of a formal, written complaint by any two or more society members in good standing or upon any formal complaint by outside party(s) discreetly investigate such incident(s) as identified there in; and§2.1.8.2 Report his investigation findings to the Board at the next scheduled Board meeting and recommend action(s) to be taken in the Society's response to such complaint. §2.1.8.3 When the Vice President on Internal Affairs is not available or there is a possibility of a conflict of interests between Vice-President and a complaining side(s), the Board of Directors shall perform his functions in this specific case.§2.1.8.4 The Board of Directors may as a result of any formal complaint and their own investigative findings recommend the suspension and/or expulsion of any member(s) as herein after provided.§2.1.9 CONFLICT RESOLUTIONWhen there is an issue, an ALACS member/volunteer shall try to elucidate it by submitting first a written request to the Vice President of Internal Affairs or to the Board of Directors of ALACS, which shall direct it to the Vice President of Internal Affairs. It is a duty of the Vice President of Internal Affairs to clarify an issue and involve the Board in clarification if necessary and to report to the Board about suggestions for conflict resolution. A conflict resolution decision shall be issued by the Board and shall be announced to the conflicting sides no later than one week after next scheduled Board of Director’s meeting. Such decision shall be issued taking into account the best interests of the Society, P&EC of the Society and both conflicting sides. Conflicting sides shall try to resolve their issues in the Society according to the conflict resolution decision issued by the governing Board and the Society’s P&EC. Unwillingness of elucidating an issue, making it public and accusing the Society - are not in agreement with the Society’s P&EC and with the best interests of the Society and therefore shall be considered as a membership violation. Such a membership violation may result in membership expulsion. Such decision shall be issued by the governing Board upon receiving a notice that such an issue took a place and upon investigation and personal interview if necessary.§2.2.0 LIMITATION OF LIABILITYNo member of the Society is, in his individual capacity, liable for a debt or other financial liability of the Society.§2.2.1 INSURANCEIndividual members must indemnify (insure) the Society against and to save the Society harmless from all liability, loss, damage and expense arising from injury to persons or property damage occasioned by the member in pursuit of the interests and/or activities associated with membership to the Society.§2.2.2 CONFLICT OF INTERESTAny person having concern for a conflict of interest in the governance and / or financial matters of the Society is encouraged to report their concerns to the Vice-President of Internal Affairs (§4.4.1.4). Upon investigations, Vice-President of Internal Affairs shall submit his/her conclusions to the Board of Directors, which shall issue a decision on a conflict of interests on the next scheduled Board meeting. Such decision shall consider §1.2.0, §1.2.1, §2.1.1.1 and then conflicting sides.§3.0.0 MEETINGS§3.1.0 SOCIETY MEETINGS §3.1.1 MEETING/EVENT ANNOUNCEMENTSAny meeting/event announcement including the Board meetings shall be done 4-7 days in advance. Most of ALACS communications are done electronically therefore all meeting/event announcements are to be sent to the last known electronic mail address indicated in the membership application form. Meeting/event announcements shall also be listed in ALACS official web-site at www.alacs.biz. Members, who either do not have electronic access or wish to be notified about ALACS meetings any other way than electronically shall indicate so in their application form or notify any member of the Board of ALACS about their preferences.The meeting announcement shall include date, time, place of the meeting as well as proposed agenda.Annual/General/Extraordinary Resolution Meetings in particular for the purpose of legislating extraordinary resolution such as Bylaw revision shall be announced twenty one (21) days in advance and shall specify the intention of such meeting in agenda.§3.1.2 ANNUAL GENERAL MEETINGALACS shall hold an Annual General Meeting in December or January of each calendar year. A notice of such meeting shall be given according to §3.1.1.At this meeting, the Society shall individually elect by simple majority vote a Board of Directors consisting of: a President, Vice Presidents, Executive Director, Treasurer (or Executive Director/Treasurer) and one or more Directors, providing a minimum of 5 positions of the Board of Directors. The officers and directors so elected shall serve on the Board of Directors and shall serve until their successors are elected and installed. Members who had served 30% of ALACS activities through the year before upcoming elections and wish to serve on the Board of ALACS for next year shall submit their applications to the acting Board at least 7 days before elections. Such application shall include their name, a title of position they are applying for and a statement of how their idea/work will benefit the Society. Any Board member who wished to discontinue serving in his current position shall notify the active Board about that decision. Any member in good standing shall be eligible for a position in any other office in the Society. The agenda of such meeting shall include the annual reports and audited financial statements of the Board of Directors and any other matter relevant to the affairs and business of the Society that may be raised by a member.
§3.1.3 GENERAL/SPECIAL MEETING(S)
§3.1.3.1 General Meeting: The society may be called to meet at any time according to §3.1.1 upon the instructions of the Presidency Office or by the unanimous vote of the Board of Directors.§3.1.3.2@ Special meeting: A special meeting may be called by the Presidency Office upon receipt of a petition personally hand-signed by one third of the members in good standing, setting in writing forth the reason and providing satisfactory evidence for calling such meeting, which shall be announced according to §3.1.1.§3.1.4 QUORUM REPRESENTATION30% of members in good standing including President or Vice-President(s) if the President is not available and at least two Board members shall constitute a quorum representation at any general, annual or special meeting of the Society.§3.1.5 VOTING MEMBERSAny member in good standing (§2.1.5.2) who has not subsequently withdrawn from membership nor been suspended or expelled as herein provided shall have the right to vote at any general/special meeting of the Society. For ALACS distant members such votes can be made in person or by written proxy provided it is duly signed and dated.
§3.1.6 MAJORITY VOTE
The ratification of related society affairs shall be appropriately constituted upon agreement of the simple majority of quorum representation at any scheduled meeting of the Society.§3.1.7@¶ CHAIRPERSONAny member of the Board of Directors can be appointed to serve on any General/Annual/Special meeting as a Chair of the meeting. Such an appointment shall be done in advance, or, on the beginning of the meeting by the President. A Board member is appointed as a Chairperson if he was nominated by the Board and did not refuse this nomination. President shall preside as a Chairperson in any Board meeting. In the absence of the President, any of Vice-Presidents shall perform this function. Committee Directors shall preside as Chairpersons in their committee meetings. They shall either call Executive Director or appoint a person to take minutes on committee meetings and submit it further to the Office of Executive Director for the Society’s records.Duties of Chairperson include leading the meeting according to proposed agenda and revising meeting minutes taken by Executive Director. Upon revision of the minutes the Chairperson shall indicate it by signing the minutes.§3.2.0 BOARD OF DIRECTORS§3.2.1 MEETINGSThe Board may be called to meet by the Presidency Office as often as the business of the Society shall require, or at the minimum, once every three to four months.
§3.2.2@ SPECIAL MEETINGS
Special meetings of the Board may be called upon receipt of a petition personally signed by 51% of the Board members in good standing, setting in writing forth the reason and providing satisfactory evidence for calling such meeting, which shall be announced according to §3.1.1.§3.2.3 MEETING ANNOUNCEMENTBoard meetings shall be announced according to ALACS Bylaw §3.1.1.§3.2.4 QUORUM REPRESENTATION50% of the Board members including a President shall constitute a quorum representation at any Board meeting.§3.2.5 VOTING MEMBERSAny appropriately elected member of the Board who has not subsequently withdrawn from membership nor been suspended nor expelled as herein provided shall have the right to vote at any meeting of the Board. Such votes can be made in person or, in case, if a 100% of the Board shall vote in order to come to a decision, a Board member who cannot come to the Board meeting can vote in writing and further submit his letter, dated and signed to other Board member.§3.2.6 MAJORITY VOTEThe ratification of society affairs shall, at the minimum, be duly constituted upon agreement of the simple majority of quorum representation at any scheduled meeting of the Board.§3.3.0 COMMITTEE MEETINGSAll meetings shall be called by Committee Directors. Committee members, volunteers, ALACS Executive Director and Presidency Office shall be notified about such meeting according to §3.1.1 Committee Directors shall also preside as Chairpersons on such meetings (§3.1.7). Committee members shall be expected to meet as is required to complete the Society's assignment.Outside business and/or affairs conducted by the committee on behalf of the Society shall be by the simple majority vote of the committee membership in good standing including President or Vice-President if President is not available.§4.0.0@¶ BOARD OF DIRECTORS OFFICEExecutive Officers, Executive Director, Committee Directors, Directors and life members of the ALACS shall be collectively known as the Board of Directors.§4.1.0 APPOINTMENT/TERMOn election, each executive officer and/or Director shall serve for a term of two years or until a successor(s) has been elected and installed. For the sake of executive continuity, the Vice-President 1 and Executive Director will be elected in alternate years from the President, Vice President 2 and Treasurer. One half of the Directors and/or committee chairpersons shall also be elected in alternate years or until a successor(s) have been elected and installed.Any vacancy occurring during the specified term shall be filled at next Annual General Meeting but a member in good standing recommended by the ALACS Board shall be appointed by the Board to serve in between.§4.1.0.1 Table #2. | Executive Officer | Elections | | Next election, year X | Year X+1 | Year X+2 | Year X+3 | | President | + | | + | | | Vice-President 1 | + | + | | + | | Vice-President 2 | + | | + | | | Executive Director | + | + | | + | | Treasurer | + | | + | | §4.1.1 EXECUTIVE OFFICERSPresident, Vice President(s), Executive Director and Treasurer (or Executive Director /Treasurer) are executive officers of ALACS. These positions may only be filled according to Bylaw§3.1.2. Executive Officers shall have and may exercise all powers in support of §1.2.0 and in agreement with §1.2.1.Any vacancy occurring during the specified term shall be filled at next Annual General Meeting but a member in good standing recommended by the ALACS Board shall be appointed by the Board to serve in between. All Executive Officers shall be eligible for re-election.
§4.1.2 COMMITTEE DIRECTORS
The positions of Committee Directors shall be filled according to §3.1.2.Any vacancy occurring during the specified term shall be filled at next Annual General Meeting but a member in good standing recommended by the ALACS Board shall be appointed by the Board to serve in between. Committee Directors shall also serve as part of the Board of Directors and shall have and may exercise all powers for the best interests of the Society and in agreement with the P&EC of ALACS.All Committee Directors shall be eligible for re-election.§4.1.3 COMMITTEE AND COMMITTEE MEMBERSAny member of ALACS is welcome to serve in any committee. The establishment of such committee shall be determined by majority vote of the Society at Annual General Meeting. The objectives, vision and mission of such committee as well as size, term, and/or budget shall be proposed by this committee, reviewed by the Board on the next Board meeting and finally approved by the majority vote of ALACS quorum representation on the next scheduled General meeting.§4.2.0 REMOVALCommittees, committee directors and committee members may be individually and/or collectively removed from office by majority of votes of the quorum representation on the Board meeting. An Executive Officer other than the President may be removed from the office for not performing assigned duties. Such a position shall be immediately temporary filled with one of the Board members until a new Officer will be proposed and elected on the next Annual Meeting.§4.3.0 POWERSThe Board of Directors collectively, subject to the Bylaws, shall have full control and management of the business and affairs of the Society, and use their power in the best interests of the ALACS to support §1.2.0 in agreement with §1.2.1. The Board shall meet as often as the business of the Society shall require or as provided by the Bylaws herein.§4.4.0 DUTIES§4.4.1@¶ PRESIDENCY, EXECUTIVE OFFICE OF §4.4.1.0 Executive office of Presidency shall consist of one President, one Vice-President on Internal Affairs and one Vice-President on External Affairs. These positions shall be appointed as it is described in §3.1.2. When it is necessary, to support §1.2.0 and in agreement with §1.2.1, the Presidency Office representatives may decide to switch positions between themselves. Such a decision shall be done by unanimous vote of all three Presidents and shall be active at least until next Annual Meeting. The Board of Directors of ALACS and members at large shall be notified about this rotation on the next scheduled Board meeting and next scheduled General meeting, correspondingly.§4.4.1.1 The President shall be ex-officio member of all committees. He/she shall, when present, preside at all meetings of the Society. President shall preside as a Chairperson in any Board meeting. When the votes of the Board and/or General Membership are divided in a half, the President shall have a right for an extra vote to make a final decision. §4.4.1.2 One of the duties of the Vice-Presidents is to serve as a President in the absence of the President, by presiding over in any meetings of the Society and the Board. §4.4.1.3 Vice-Presidents in ALACS shall have also separate duties and serve as either internal or external affairs executives. §4.4.1.4 A position of Vice-President of Internal Affairs shall include advisory and executive regulations of affairs between society members and members and committees. §4.4.1.4a He/she shall be familiar with ALACS Bylaws to provide explanations/interpretations of regulations to interested members/parties in a way that is in the best interests of the Society as it is described in ALACS Bylaws§ 1.2.0 and §1.2.1. §4.4.1.4b He/she shall use the power this position provides to manage communications and contacts between members and committees when necessary in a way that is in the best interests of the Society according to ALACS Bylaws§ 1.2.0 and §1.2.1. §4.4.1.4c It is to the Vice-President of Internal Affairs that the members shall refer if they have/witness related issues. §4.4.1.4d He/she shall keep records of such activities and report them to the Board on next scheduled Board meeting with advising the Board if an issue requires further attention and investigations by the Board.§4.4.1.5 Vice-President of External Affairs is an advisory and executive party to the President and the Board on external affairs, i.e. possible relations between ALACS and other non-profit and governmental organizations in Canada and abroad. §4.4.1.5a He/she shall use the power this position provides to manage communications and contacts between ALACS and other organizations in Canada and abroad according to §1.2.0 and in agreement with §1.2.1. §4.4.1.5b It is to the Vice-President on External Affairs that the members shall provide information/opinion/feedbacks about possible program/collaboration outside of ALACS that would be of an interest to ALACS.§4.4.1.5c He/she shall keep records of all activities and report them to the Board on next scheduled Board meeting and advise the Board in related questions.§4.4.1.6 Vice-Presidents may have Executive assistants to assist in execution of particular tasks. These positions shall report their functions directly to corresponding Vice-Presidents. Executive assistants may be appointed directly by Vice-Presidents. Any member of ALACS at age 14 and above shall be eligible for this appointment. Executive assistant to Vice-President shall not be considered as a Board member. A member becomes an executive assistant to Vice-President if he is offered this position and did not refuse it. Such an appointment shall be announced in the next scheduled General Meeting.§4.4.1.7@ The Office of Presidency shall serve as a spokesperson for ALACS in any media-related matters and as stated herein the President of ALACS is the main spokesperson for the Society. In case of unavailability, the Presidency Office shall appoint any other member in good standing who is familiar with ALACS good enough to do so. §4.4.2 EXECUTIVE DIRECTOR, OFFICE OFExecutive Director shall have following duties:§4.4.2.1 To attend all meetings of the Society and of the Board unless specified otherwise, and to keep accurate record/minutes of such proceedings.§4.4.2.2 Shall have charge of all correspondence and the seal of the Society and be under direction of the President and the Board.§4.4.2.3 Keep a record of all members of the Society, their addresses, phone numbers, and date of membership.§4.4.2.4 Shall also keep record of all members' attendance on scheduled meetings.§4.4.2.5 Shall collect and receive the annual fees or assessments levied by the Society for membership; such monies to be promptly turned over to the treasurer for deposit in a chartered Bank as herein after required. Executive Director can also deposit money directly in a Bank.§4.4.2.6 At the conclusion of the Annual General Meeting the succeeding Executive Director shall prepare and submit the Society's Annual Report to the applicable Societies Register.§4.4.2.7 At the conclusion of Annual General Meeting Executive Director shall collect all records from other offices and summarize them to the ALACS achieves for the corresponding year.§4.4.2.8 Shall work closely with the Society’s Treasurer and act as a Treasurer if the latter is not available. The Executive Director may also serve as Treasurer if so elected.§4.4.2.9 In case of the absence of the Executive Director, his/her duties shall be discharged by such member(s) as may be appointed by the Board. §4.4.3.0 Executive Director shall be a voting member of the Board.§4.4.3 TREASURER - EXECUTIVE OFFICE OFThe Treasurer shall ultimately receive all monies paid to the Society and shall be responsible for the deposit of same in whatever Chartered Bank 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 when ever requested and shall prepare, for submission to the Annual General Meeting, a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of all such statements to the Executive Director for the records of the Society. In the case of the absence of the Treasurer, his/her duties shall be discharged by such members as may be appointed by the Board. The Treasurer may also serve as Executive Director if so elected.
§4.4.4 MEMBER - COMMITTEE(S)
Having volunteered his/her service to a particular assignment the individual shall recognize the appointed/elected Director of Committee, attend scheduled meetings of such committee, and generally give forth reasonable effort in support of the committee achieving its goal.§4.5.0 REMUNERATIONNo society Board member, executive officer, or general member shall receive remuneration for his /her services from the Society. §4.6.0 OTHER It shall be a duty of the Board to manage all other affairs of the Society which are not included in present Bylaws. Such affairs shall be managed by the majority of the Board quorum representatives on the next scheduled Board meeting.§5.0.0 SOCIETY§5.1.0 LOSS OF USEThe society shall not be obliged or liable to provide alternate facilities in the event of expropriation, fire or other casualty and any compensation received for expropriation shall be the property of the Society.§5.2.0 FINANCE§5.2.1 BUDGETSThe Board shall, for the purpose of targeting annual revenue generation, submit an estimate of expenditure for the forthcoming term for approval at each Annual General Meeting.§5.2.2 EXECUTION OF FINANCIAL INSTRUMENTSAll cheques, drafts, and withdrawals including overdrafts or otherwise as well as all other bills of exchange and promissory notes authorized on behalf of the Society must be signed by any two authorized persons, which are the President, either of Vice-Presidents, Treasurer and Executive Director if Treasurer is not available providing that “pay-to-order” shall be indicated on a cheque before any signature. In case if the President, Vice-Presidents, Treasurer and Executive Director are close family members, only one signature per that family shall be used in order to avoid a situation of a “conflict of interests”. Following family relationships shall be considered as close: spouse-to-spouse, parent-to-child, child-to-parent and sibling-to-sibling.
§5.2.3 BORROWING POWERS
At time that the Society is authorized to borrow money, the method of doing so shall be clarified and included in the bylaws before the Society would proceed. At time that the Society is authorized to issue debentures, in no case shall debentures be issued without the sanction of a special resolution of the members of the Society.
§5.2.4 CAPITAL EXPENDITURES
The assignment of society funds shall require the simple majority vote of the General Membership quorum representative prior to the disbursement of such funds. The Board of Directors shall be responsible for the accuracy of the method by which such vote shall be taken.§5.2.5 SURPLUS FUNDSThe Board of Directors shall have the authority to invest surplus Funds in Interest Bearing Deposits and such investment shall not have a maturity date of greater than one year from date of the initial investment. Surplus funds shall not be invested in any other security.
§5.2.6 AUDIT OF ACCOUNTS
The books, accounts and records of the Executive Director 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 and approved by the majority of votes of the quorum representatives on a General meeting in advance prior to Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by the auditor(s) at the Annual General Meeting of the Society.
§5.2.7 FISCAL YEAR
The fiscal year of the Society shall be from January 1 (first) to December 31 (thirty-first) of each Calendar year.§5.3.0 SOCIETY SEAL§5.3.1 CUSTODY OFAs provided herein as the duties of the Executive Director.§5.3.2 USE OFWhenever used the seal shall be authenticated by the signature of the Executive Director and the President, or, in the case of the death or inability of either to act, by the Vice President.
§5.4.0 BYLAW DEVELOPMENT
§5.4.1@¶ MAKING, RESCINDING AND ALTERINGThese Bylaws may be changed/added to except those sections where sign “@” in superscript is followed after section number. When “@” is indicated, no change shall be made to such section. Sections can be only added to if “@” is used in combination with “¶” as indicated above. Taking this into account, but also §1.2.0 and §1.2.1, Bylaws may be changed/added as indicated in §3.1.1. In the announcement of such meeting the intention to propose resolution(s) and revisions shall be stated. §5.5.0 RECORDS§5.5.1 MINUTESSOCIETY – as provided herein as the duties of the Executive Director.BOARD – as provided herein as the duties of the Executive Director.It shall be duty of Chairpersons of meetings to revise and to sign the minutes after revision.§5.5.2 OTHERAs provided herein as the duties of the Executive Director and/or Treasurer.§5.6.0 INSPECTION OF RECORDSThe books and records of the Society may be inspected by any member of the Society at the Annual General Meeting provided for herein or at anytime upon giving in writing satisfactory/reasonable notice and arranging a time satisfactory to the officer(s) having charge of same. Board members shall at all times have access to such books and records.§5.7.0 EXECUTION OF DOCUMENTSAll legal documents required to be executed by the Society shall be signed by any two of the following: the President or Vice Presidents and either the Treasurer or the Executive Director.§5.8.0@¶ CONFIDENTIALITYIn addition to §1.2.1, such matters shall include but not be limited to personal information on individual members and information relating to the business of the Society where secrecy is appropriate to preserve the Society’s position against third parties. Any breach of this condition will result in the immediate termination of membership.§5.9.0 PUBLICITYShall be so as stated in §4.4.1.7. §6.0.0@ DISSOLUTIONTo appreciate efforts and achievements of the life members of ALACS it shall be solely their unanimous decision if the ALACS shall be closed. At such time that the life members unanimously decide not to continue operations, they shall inform the Board and all members about their decision. All property and/or funds shall be donated to an existing non-profit charitable organization having similar mission and objectives.
|
|