Lifestyle Helping Hands

LIFESTYLE HELPING HANDS

SENIORS ASSOCIATION

BY-LAWS

2002 2014 proposed amendments

ADDED /

ARTICLE 1: PREAMBLE

NAME:Lifestyle Helping Hands Seniors Association /

1.1 Name: The name of the Society shall be Lifestyle Helping Hands Seniors Association (hereafter referred to as the “Association”).

PURPOSE OF THE ASSOCIATION
The Association of Seniors Assisting Seniors is a non-profit organization whose aim is to assist seniors in Southwest Edmonton to maintain an independent lifestyle that enables them to remain in their own homes as long as possible. / REMOVED
SECTION I: DEFINITIONS / ARTICLE 2: INTERPRETATION
ADDED / 2.1 Definitions
1.1 “Act” means the Societies Act, Revised Statutes of Alberta 1980, Chapter S-18 with amendments in force as of November 18, 1999 / 2.1.1 “Act” means the Societies Act, Revised Statutes of Alberta 2000 Ch. S-14 as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the By-Laws shall be read as references to the substituted provisions in the new statute or statutes.
ADDED / 2.1.2 “Association” means Lifestyle Helping Hands Seniors Association.
1.2 “Governing Body” means the Executive Committee of the Association / 2.1.3 “Board” means the Board of Directors of the Association.
1.3 “Executive Member” means any member of the Association who has been elected or appointed to the “Executive Committee”. / 2.1.4 “Board Member” means an elected or appointed member of the Board of Directors.
ADDED / 2.1.5 “By-Laws” means the By-Laws of the Association as amended from time to time.
ADDED / 2.1.6 “Executive Committee” means the Executive Officers of the Board, including the Past-President.
1.4 “Executive Officer” means an elected or appointed member who acts as President, Vice President, Secretary or Treasurer of the Association. / 2.1.7 Executive Officer” means a duly elected or appointed member of the Board of Directors who acts as President, Vice-President, Secretary, Treasurer, or Past-President of the Association.
1.5 Addenda:
(a) Whenever these By-Laws conflict with the Societies Act, the Act prevails.
(b) These By-Laws are to be read with all changes in number and gender required by the content (e.g. :he” means “he” or “she”)
( c) The heading in these By-laws are inserted for convenience of reference only. “By-Laws” means the By-Laws of the Association as amended from time to time. / REMOVED
ADDED / 2.1.8 “Governing Body” means the Board of Directors of the Association.
ADDED / 2.1.9 “Special Resolution” means a resolution passed by not less three-fours (3/4) of such members entitled to vote who are present in person at a General Meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been duly given.
ADDED / 2.1.10 “Senior” or “Seniors” are people who are fifty-five (55) years or older.
ADDED / 2.1.11 “Senior services” are actions of helping or working on activities and or tasks that provide assistance to seniors.
ADDED / 2.2 Interpretation
ADDED / 2.2.1 Except as in Section 2.1, all terms contained in the By-Laws of the Association that are defined in the Act or regulations shall have the meaning given to such terms in the Act or regulations.
ADDED / 2.2.2 Whenever these By-Laws conflict with the Societies Act, the Act prevails.
ADDED / 2.2.3 Words denoting the singular number include the plural and the converse shall also apply.
ADDED / 2.2.4 Words denoting gender include the masculine and the feminine genders. Thus, the By-Laws are to be read with all the changes in number and gender required by the content (e.g., “he” means “he” or “she”).
ADDED / 2.2.5 Words denoting a person include a body corporate.
ADDED / 2.3.Headings
The heading preceding the clauses of the By-Laws have been inserted for convenience of reference only and shall not be considered or taken to account to constrain the terms or provisions of the By-Laws, not deemed in any way to qualify, modify, or explain the effect of any such terms or provisions.
SECTION II – THE ASSOCIATION /

ARTICLE 3: THE ASSOCIATION

2.Membership / 3.1Membership
2.1 (a)any person residing in the Province of Alberta and being of the full age of 18 years may become a member upon application, acceptance , and payment of the annual fee. / 3.1.1 Any person residing in the Province of Alberta eighteen (18) years of age and older may become a member upon application, acceptance, and payment of the annual membership fee.
2.2 (b)The Executive Committee shall determine the annual fee subject to approval of members at a general meeting. / 3.1.2 The Board shall determine an annual membership fee subject to the approval of members a General Meeting.
2.3(c)Any member in good standing is entitled to:
(i)attend and observe a regular Executive Committee meting in a non-voting capacity upon giving notice to the Secretary of his intention.
(ii)Examine the Association books and records in the presences of an employee or Treasurer of the Association at their convenience within the Association’s facility upon one week’s notice. / 3.1.3 Any member in good standing is entitled to attend and observe regular Board meetings in a non-voting capacity upon giving notice to the Secretary.
3.1.4 Any member in good standing is entitled to examine the Association books and records in the presence of an employee or Treasurer of the Association and at their convenience within the Association’s facility upon one week’s notice.
2.4(a)Any member who fails to renew his annual membership within two months of its expiry date, shall be suspended from membership, and any benefits shall also be suspended until the annual membership is paid. / 3.1.5 Any member who fails to renew his annual membership within two months of its expiry date shall be suspended from membership, and any benefits shall also be suspended until the annual membership is paid.
(b) A member may have his membership revoked by the Executive Committee for just cause by a majority vote of two (2/3) of the Executive Committee members. The Executive Committee may reinstate a revoked membership upon written application of the expelled member. / 3.1.6 A member may have his membership revoked by the Board for just cause; just cause being egregious acts, failure to fulfill duties, or conflict of interest, by a majority vote of two-thirds (2/3) of Board members.
3.1.7 The Board may reinstate a revoked membership upon written application of the expelled member by a majority vote of two-thirds (2/3) of Board members.
.
(c )A member may resign from the Association by notification to the Executive Committee by phone, letter or e-mail. / 3.1.8 A member may resign from the Association by notification to the Board by phone, letter, or e-mail.
(d) An Executive Member may resign from office by giving notice in writing to the Executive Committee. / 3.1.9 A Board member may resign from office by giving notice in writing via mail, email, fax, or in person to the Board of Directors
3.Governing Body / 3.2BOARD
3.1.(a)The Association shall have an Executive Committee consisting of seven (7) members in good standing, to be elected at the Annual General Meeting. / 3.2.1 The Association shall have a Board of Directors consisting of a minimum of five (5) members up to a maximum of twelve (12) members in good standing to be elected at the Annual General Meeting.
3.1.(b)The Executive Committee shall have full control and management of the Association subject to the By-Laws or directions provided to it at a properly called general meeting. / 3.2.2 The Board shall be a hybrid Board in that it shall be a combination of Governance and Operational. The Board shall have full control and management of the Association subject to the By-Laws or directions provided to it at properly called General Meetings; however at its discretion delegate certain control and management to the Executive Director. Such discretion shall be outlined clearly in the employment contract/job description of the Executive Director.
3.2The Executive Committee may have supernumeraries attend its meetings as representative of Municipal or Provincial authorities, as required. / REMOVED
ADDED / 3.2.3 The Board may designate ex-officio members to serve in advisory roles.
4.Executive Officers / 3.3Executive Officers
4.1At the first meeting of the Executive Committee following the Annual General Meeting, there shall be appointed: the President; the Vice –President; the Secretary; the Treasurer. / 3.3.1 At the first meeting of the Board following the Annual General Meeting, there shall be appointed: the President, Vice-President, Secretary, and Treasurer. These four Executive Officers together with the Past-President shall form the Executive Committee.
4.2(a)The President is responsible for the conduct of the Executive Committee Meetings, the Annual General Meeting and other specially called General Meetings. He is a full voting member of the Committee and an ex-officio Member of all other committee meetings. / 3.3.2 The President shall be responsible for the conduct of Board meetings, the Annual General Meeting, and other specially called General Meetings. He shall be a full voting member of the Board and an ex-officio member of all Board committees.
The President shall be fully informed as possible with the work of the Association and be the primary spokesperson for the Board.
The President, together with the other Executive Officers, provide leadership to the Board.
4.2(b)The Vice-President assists the President and acts in his place in the event he is absent or unable to attend to his duties. / 3.3.3 The Vice-President shall assist the President and act in his place in the event he is absent or unable to attend to duties.
The Vice-President shall learn the duties of the President and prepare to serve as future President.
4.2(c )The Secretary is responsible for keeping accurate records of all meetings of theAssociation, and has charge of all correspondence subject to the direction of the Executive Committee. He shall have charge of the seal of the Association if one is adopted. Such seal as adopted shall be authenticated in use by the signature of the Secretary and the President. He shall keep a record of all members of the Association or be responsible for the delegation there of a designated employee of the Association. / 3.3.4 The Secretary is responsible for keeping accurate records of all meetings of the Association and has charge of all correspondence subject to the direction of the Board.
He shall have charge of the seal of the Association if one is adopted. Such seal, if adopted, shall be authenticated in use by the signatures of the Secretary and the President.
The Secretary shall also keep a record of all members of the Association, including authorized representatives.
The Secretary shall notify membership of meetings and distribute the minutes and other relevant materials to Board Members.
The above listed duties of the Secretary may be delegated to the Executive Director or staff member at the discretion of the Board.
4.2(d)The Treasurer is responsible for receiving and disbursing all moneys paid to the Association and for properly accounting for it on a regular basis to the Executive Committee. In addition, he is responsible for preparing a yearly financial statement and a yearly budget for submission to the Annual General Meeting. / 3.3.5 The Treasurer is responsible for receiving and disbursing all moneys paid to the Association and properly accounting for it on a regular basis to the Board.
The Treasurer shall present a yearly audited financial statement and an annual budget for submission to the Annual General Meeting.
The Treasurer shall be responsible for maintain/overseeing systems of financial management and internal control that give consideration to costs, benefits and risks and are executed according to established financial practices.
4.2(e)Executive Members-at-Large shall assume such duties as required by their regular attendance at Executive Meetings. / REMOVED
4.3The Executive Committee may declare an Executive Member ineligible to hold office if the Member is absent from there (3) consecutive meetings of the Executive Committee. / REMOVED
ADDED / 3.3.6 A retiring President shall automatically become the Past President of the Association and provide continuity for Board deliberations.
4.4The Executive Committee may designate one of the members of the Association to fill a vacancy if a person ceases to be an Executive Committee member. / 3.3.7 The Board may designate a member of the Association to fill a vacancy if an individual ceases to be a Board member.
5. Meetings of the Governing Body / 3.4Meetings of the Board
5.1(a)The Executive Committee shall meet at the call of the President whenever Required. . / 3.5.1 The Board and Executive Committee shall meet at the call of the President whenever required.
5.1(b)The Executive Committee Meetings shall be conducted in accordance to Robert’s Rules of Order. / 3.5.2 All Board meetings shall be conducted in accordance to Robert’s Rules of Order.
5.1(c )The Executive Committee shall meet when any member of the Committee gives other members not less than seven days’ notice of the meeting specifying the reason for calling the meeting. / 3.5.3 The Board shall meet when any member of the Board provides other members of the Board with not less than seven (7) days notice of a meeting, specifying the reason for calling the meeting.
5.2A quorum at an Executive Committee meeting shall be a majority of Executive Members. / 3.5.4 A quorum at Board meetings shall be a majority of Board members.
5.3(a)An agenda shall be prepared by the Secretary of each Executive Committee meeting presented for adoption at the start of each meeting. / 3.5.5 An Agenda shall be prepared by the Secretary to be adopted before the start of each Board meeting.
5.3(b)The Chair shall give Executive Members the opportunity to submit Supplementary matters to the agenda. / 3.5.6 The President shall provide Board members with the opportunity to submit supplementary matters for the Agenda.
5.4All matters at Executive Committee meetings shall be decided by a majority vote. In case of a tie vote, the President shall cast the deciding vote. / 3.5.7 All matters at Board meetings shall be decided by a majority vote. In case of a tie vote, the President shall cast the deciding vote.
SECTION III – GENERAL MEETINGS / ARTICLE 4: GENERAL MEETINGS
6. Procedure for General Meetings / 4.1 Procedures for General Meetings
6.1 Each year, the Executive Committee shall call an Annual General Meeting within 120 days after December 31, the financial year–end. / 4.1.1 Each year, the Board shall call an Annual General Meeting within 120 days of the financial year-end.
6.2 The Executive Committee may call a general meeting of members of the Association whenever it deems necessary. / 4.1.2 The Board may call a General Meeting of members of the Association whenever it deems necessary.
6.3 (a) Whenever the Annual General Meeting is called, the Executive Committee shall give due notice of such a meeting four (4) weeks prior to the meeting by stating;
(i)the place, the date, and the time of the meeting, and
(ii)the nature of any special resolutions to be discussed at the meeting. / 4.1.3 Whenever the Annual General Meeting is called, the Executive Committee shall give due notice of such a meeting four (4) weeks prior to the meeting by stating: the place, the date, and the time of the meeting, in addition to the nature of any Special Resolutions to be discussed at the meeting.
ADDED / 4.1.4 Members shall be notified via email, telephone, mail and or in person if so required.
6.3 (b)Due notice of general meeting shall be placed in the Edmonton Journal four (4) weeks prior to the meeting. / 4.1.5 Due notice of a general meeting shall be placed in the Edmonton Journal and the Edmonton Examiner four(4) weeks prior to the meeting.
6.3 (c )Formal notices, prominently displayed in public places, shall also be used to inform members of the meeting. / 4.1.6 Formal notices, prominently displayed in public places, shall also be used to inform members of the meeting.
6.4At any general meeting requiring a change to the By-Laws, the Executive Committee shall make available a written copy of the change at least four (4) days prior to the meeting. / 4.1.7 At any General Meeting requiring a change to the By-Laws, the Board shall make available a written copy of the change at least two (2) weeks prior to the meeting.
6.5(a)Special meetings mat be called throughout the year. The Executive Committee shall give due notice of such a meeting four (4) weeks prior to the meeting. / 4.1.8 Special Meetings may be called throughout the year. The Board shall give due notice of such meetings four (4) weeks prior to the meeting. The place, date, and time of such meeting shall be placed in the Edmonton Journal and the Edmonton Examiner four (4) weeks prior to the meeting.
6.5(b)The place, date and time of the meeting shall be placed in an ad in the Edmonton Journal four (4) weeks prior to the meeting. / REMOVED
7.Quorum / 4.2Quorum
7.1Except as otherwise provided in these by-laws, no business shall be transacted as ta General Meeting unless a quorum of persons entitled to vote is present at the meeting. / 4.2.1 Except as otherwise provided for in these By-Laws, no business shall be transacted at a General Meeting unless a quorum of persons entitled to vote is present.
7.2A quorum for an Annual General Meeting or Special General shall be no less than five (5) members in good standing, excluding Executive Members. / 4.2.2 A quorum for an Annual General Meeting or a Special General Meeting shall be no less than five (5) members in good standing, excluding Board members.
7.3If a quorum is not present within 30 minutes from the appointed staring time, a General meeting shall stand adjourned to another place and time to be determined by the Executive Committee. / 4.2.3 If a quorum is not present within thirty (30) minutes from the appointed starting time, a General Meeting shall stand adjourned to another place and time to be determined by the Board.
8. Order of Business / 4.3Order of Business
8.1The order of business at an Annual General Meeting, and as far as necessary, at any other general meeting shall be:
(a)call to order by the Chair
(b)proof of notice of meeting
(c )reading and /or the disposal of
any unapproved minutes
(d)reports of committees
(e)election of members of the
Executive Committee
(f)election of members of the
Executive Committee
(g)appointment of an auditor for the
next year
(h)unfinished business
(i)new business
(j)adjournment / 4.3.1The order of business at an Annual General Meeting, and as far as necessary, at any other General Meeting shall be:

Call to order by the President;
Proof of notice of the meeting;
Reading/approval of minutes;
Presidents report;
Treasurer’s report;(including Auditor’s

report and proposed budget);

appointment of an auditor for the following year;
Election of members of the Board;
Other business; and
Adjournment.