ALBERTA COUNCIL FOR ENVIRONMENTAL EDUCATION (ACEE)

Society Bylaws

As amended by Special Resolution at a Special Meeting of the Members – November 21, 2006

This draft approved by Alberta Government Services, Registries

1.INTERPRETATION

1.1.The “Society” is the Alberta Council for Environmental Education

1.2.The “Board” means the Board of Directors of the Society responsible for governing the Society

1.3.“Directors” means the members appointed or elected to the Board and includes the three Officers of the Society (the President, the Secretary, and the Treasurer) as well as two or more other individuals.

1.4.The headings and subheadings herein are included for convenience and do not form part of the by-laws.

2.MEMBERSHIP

2.1.ELIGIBILITY: Membership is open to any individual person subscribing to the objects and bylaws of the Society. There shall be only one class of membership in the Society. Notwithstanding the intent of the Society to consult with, serve, partner with and be advised by representatives of corporations, organizations and associations, the Society shall not have corporations, organizations or associations as members.

2.2.FEE: The Board may establish an annual membership fee or a one-time membership fee and may set additional terms and conditions as deemed appropriate. The Board may establish different membership fee amounts for various situations or groups of persons within the one class of membership, as it deems appropriate in order to advance the interests and objects of the Society.

2.3.APPLICATION: A prospective member may apply for membership by:

  • Submitting a completed membership application to the Society, or by selecting the option of becoming a member as part of a completed registration for a program or event which the Society is sponsoring (or co-sponsoring); AND
  • Paying a membership fee in the amount set by the Board, as determined from time to time.

2.4.APPROVAL: The Board shall consider and address in a timely manner all membership applications properly received and accompanied by the membership fee. Membership applications received in advance of a general meeting of the membership shall be considered prior to the commencement of that general meeting. The Board may delegate this responsibility to a subcommittee of the Board, or to staff. Upon approval of the Board or its delegated representative, and upon payment of the appropriate membership fee, the applicant shall be deemed a member in good standing.

2.5.RENEWAL: Renewal of membership in the Society shall be subject to payment of any annual fees set by the Board and shall not require approval by the Board.

2.6.WITHDRAWAL: Any member wishing to withdraw from membership may do so by providing notice in writing to the Board through its Secretary. Withdrawal and removal of the members name from the Registry of members shall be effective the date of receipt of such notice.

2.7.SUSPENSION: If any member is in arrears for annual membership fees or other assessments, such member will be automatically suspended sixty days after written notice has been provided to the member of the requirement to pay such arrears, and shall thereafter be entitled to no membership privileges or powers in the Society until reinstated.

2.8.REMOVAL: Any member may be expelled from membership for any cause that the Society may deem reasonable upon a majority vote of all members in attendance at a properly constituted General Meeting of the Society.

2.9.RIGHTS and RESPONSIBILITIES: A member in good standing shall have the right to hold office, to vote and to discuss and contribute towards consensus on all matters properly before a general meeting of the Society, view all records presented at the Annual General Meeting, as well as whatever additional rights and privileges and access to services as the Society may decide to provide from time to time. The Society may create, modify, or withdraw benefits or services for members at any time. A member shall also have the responsibility of contributing meaningfully towards achieving the objects of the Society.

3.BOARD OF DIRECTORS

3.1.BOARD: The affairs of the Society shall be governed and overseen by a Board consisting of not less than five and not more than fifteen Directors, including the Officers (President, Secretary and Treasurer) who shall be Directors on the Board. A Director must be a member of the Society in good standing.

3.2.TERMS: Each Director shall be elected to hold office for a term not to exceed three years. The Board shall be structured and election of Directors shall be managed so that two-thirds of the terms of the Directors do not expire in any given year. A Director may serve additional terms.

3.3.ELECTING / APPOINTING DIRECTORS: The members shall establish a specific number of Directors (within the range described in 3.1) to constitute the Board for the following year, at the Annual General Meeting. The members present at the Annual General Meeting shall elect or appoint Directors to fill positions on the Board that are open at the time of the Annual General Meeting. The membership may authorize additional Director positions that are to be filled over the year through appointments made by the Board, prior to the next Annual General Meeting. The Directors,once elected or appointed to the Board, shall serve until their successors are elected and installed.

3.4.VACANCIES: The Board may appoint any member in good standing as a Director in order to fill a vacancy created by resignation, withdrawal, removal, or inability to fill an open position at an Annual General meeting.. The term of a Director appointed in this manner shall end at the same time as would have been the case had the position not been vacated.

3.5.ACCEPTANCE:A person appointed or elected to the Board becomes a Director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a Director if they were not present at the meeting but informed the Society in writing of their consent to serve as a Director.

3.6.REGULAR BOARD MEETINGS: Regular meetings of the Board shall be held as often as may be requiredand shall be called by the President. Notice of a regular meeting of the Board shall be provided at least seven days in advance of the meeting and may be made by FAX, telephone, or email.

3.7.SPECIAL BOARD MEETINGS: A special meeting of the Board may be called at the request of any two Directors provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. Notice of a special meeting of the Board shall be provided at least three days in advance of the meeting and may be made by FAX, telephone, or email.

3.8.WAIVING NOTICE: Notice of a regular or special meeting of the Board may be waived if a quorum of the Board is present, however all decisions and transactions shall be pending ratification at the next properly called meeting. The exception of this provision of waiver is for the purposes of removal of a Director.

3.9.QUORUM: A majority of the number of filled Board positions shall constitute a quorum.

3.10.DECISION-MAKING: At all meetings of Board or Board committees every question shall be decided by consensus wherever possible. Failing to reach consensus, or where requested by a majority of Directors present, voting will be conducted with each Director in good standing having one vote.

3.11.ELECTRONIC PARTICIPATION: A Director may participate fully in a meeting and vote as needed by attending either in person, via the telephone, or via video conferencing and shall be considered present at the meeting in all of the above modes.

3.12.REMOVAL: A Director may be removed from office if such removal is determined by the Board to be in the best interests of the Society, but such a resolution shall require a two-thirds majority vote in favour, at a properly constituted meeting of the Board for which notice of the motion to remove was provided. Notice of meeting for such resolution may not be waived. A Director who withdraws, is expelled, or is suspended from membership in accordance with sections 2.6, 2.7, or 2.8 shall be deemed to have vacated their position on the Board effective at the same time, unless decided otherwise by motion of the Board.

4.OFFICERS

4.1.The President, Secretary, and Treasurer shall be Directors of the Society and shall be appointed by the Board members from amongst themselves at a Board meeting immediately following each annual general meeting

4.2.PRESIDENT: It shall be the duty of the President to call regular meetings of the Board, to call at least one general meeting of the members annually, and to ensure that the Society meets its corporate requirements under the Societies Act and these by-laws. He/she shall when present, preside at all meetings of the Society and of the Board. In his/her absence, a chairperson may be elected from among the Directors at the meeting to preside. The President shall be ex-officio a member of all Committees.

4.3.SECRETARY: It shall be the duty of the secretary to attend all meetings of the society and of the Board, and to ensure that accurate minutes of all meetings are kept, and are filed and distributed in accordance with the policies of the Society. The Secretary shall also ensure that a registry of all the members of the society is maintained and that notices of the various meetings are provided. The Secretary is responsible for filing the annual return as required under the Societies Act. Additional duties of the secretary may be assigned by the Board in consultation with the secretary. In case of the absence of the Secretary, his/her duties shall be discharged by such Director as may be appointed by the Board.

4.4.TREASURER: The Treasurer shall oversee the sound financial management of the Society. He/she shall ensure that the depositing or disbursing of all monies of the Society, the preparation and maintenance of financial records, the provision of financial reports, the preparation of a budget, and the maintenance of appropriate financial controls is conducted in accordance with a financial management policy approved by the Board. This shall include ensuring that the annual statement of the financial activity and position of the Society is prepared, duly audited, and presented to the members at the Annual General Meeting of the Society.

4.5.OTHER OFFICERS, AGENTS, or STAFF: The Board may from time to time appoint such officers or agents, and authorize the employment of such persons as they deem necessary to carry out the objects of the Society. Such officers, agents and employees shall have such authority and shall perform such duties as from time to time may be prescribed by the Board.

5.AUDITING

5.1.The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant appointed by the members for that purpose at the Annual General Meeting, or by two members of the Society elected for that purpose by the members at the Annual General Meeting. A complete and proper statement of thefinancial activity and position of the Society for the previous year shall be submitted by such auditor at the Annual Meeting of the society.

5.2.The books and records of the society may be inspected by any member of the Society at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the Officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.

6.MEMBER MEETINGS

6.1.ANNUAL GENERAL MEETING: The society shall hold an Annual General Meeting of the members (AGM) each year. Notice of the AGM shall be provided to all members at least 14 daysin advance of the meeting and may be made by FAX, or telephone, or email. As an alternative, notice may instead be provided in writing in which case notice shall be sent and postmarked at least 21 days in advance of the meeting. The purpose of the AGM shall be to elect Directors to the Board, to receive and review the annual financial statements of the Society, to elect or appoint the Society’s auditors for the year, and to conduct any other business the Board or the membership deems appropriate to bring before the meeting.

6.2.REGULAR GENERAL MEETING: A regular general meeting of the members of the Society may be called at any time by the President or the Board for the purpose of conducting business of the Society with full involvement of the members, or for the purpose of passing a special resolution to amend the bylaws. Notice of a regular general meeting shall be provided to all members at least seven daysin advance of the meeting and may be made by FAX, or telephone, or email. As an alternative, notice may instead be provided in writing, in which case notice shall be sent and postmarked at least 21 days in advance of the meeting.

6.3.SPECIAL GENERAL MEETING: A special general meeting of the members may be initiated by the members, and shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting. Notice of a special general meeting shall be provided to all members at least seven days in advance of the meeting and may be made by FAX, or telephone, or email.

6.4.QUORUM: At least 3% of the members in good standing shall constitute a quorum at an annual general meeting, regular general meeting, or special general meeting of the members of the Society.

6.5.VOTING:Any member in good standing shall have the right to participate in any general meeting of the society and shall have one vote. At all general meetings of the Society every question shall be decided by a simple majority of the votes of the members entitled to vote who are present in person or represented by proxy (in the case that the Board establishes policies permitting vote by proxy), unless otherwise required by the bylaws of the Society or by law. In the case of an equality of votes at a general meeting, the chairman shall be entitled to a casting vote to decide the question.

6.6.VOTING WHEN NOT PRESENT: The Board may establish policies regarding the use by members of electronic ballot, mail-in ballot or proxy vote for questions before the membership. Members shall be provided with notice of any such policies along with notice of the meeting at which such policies are to be in effect. Otherwise votes must be made in person and not by proxy or other means.

7.REMUNERATION

7.1.Unless authorized at any meeting and after notice for same shall have been given, no Director or member of the Society shall receive any remuneration for his/her services.

8.BORROWING POWERS

8.1.For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society, and in no case shall debentures be issued without the sanction of a special resolution of the Society.

9.BYLAWS

9.1.The Bylaws shall not be rescinded, altered or added to except by a “Special Resolution” of the Society. Such Special Resolution shall be a resolution passed:

  • At a general meeting of members for which at least 21 days notice specifying the location and time of meeting and the intention to propose the resolution has been duly provided; or at a meeting for which less than 21 days notice specifying the intention to propose the resolution has been duly provided if all members entitled to attend and vote so agree and if any members not attending confirm agreement in writing.

AND

  • By a vote of not less than 75% of those members in good standing who are present, or if entitled to do so vote by proxy.

10.DISSOLUTION

10.1.In the event of dissolution of the society, all assets that remain following the payment of debt will be distributed to a registered Canadian charity active in Alberta, or other qualified donee, as described in paragraph 149.1 (1) of the Income Tax Act. The choice of this group will be made by the Board.

ACEE Bylaws – As Approved by Members – November 21, 2006p. 1