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Bylaws (2011): Difference between revisions
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The below bylaws | The below bylaws were approved at the [http://edmontonbikes.ca/w/General_Meetings Annual General Meeting] held on Sepember 25, 2011. They update the [[Bylaws (2010)|2010 bylaws]] which were passed by the society, but rejected by Alberta Corporate Registries. As such, the 2011 Bylaws replace the [[Bylaws (1995)|1995 version]] of the Bylaws. | ||
For easier reading, a [[Changes Made to the Bylaws in 2011|summary]] of changes included in these bylaws has been made. | For easier reading, a [[Changes Made to the Bylaws in 2011|summary]] of changes included in these bylaws has been made. | ||
==Name== | |||
== | |||
The Official name of the Society is: EDMONTON BICYCLE COMMUTERS' SOCIETY. | The Official name of the Society is: EDMONTON BICYCLE COMMUTERS' SOCIETY. | ||
== | |||
==Membership== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''General'''. Membership in the Society shall be open to all individuals interested in cycling.</li> | <li>'''General'''. Membership in the Society shall be open to all individuals interested in cycling.</li> | ||
| Line 13: | Line 13: | ||
<li>Regular Membership. All new members shall be considered Regular Members.</li> | <li>Regular Membership. All new members shall be considered Regular Members.</li> | ||
<li>Honorary Membership. All honorary membership may be conferred upon those who have notably contributed to the Society, or to the cycling community. Recommendation for such an award shall be approved by the Board of Directors of the Society (hereinafter referred to as the Board). Honorary memberships are valid for the lifetime of the honorary member, unless subsequently revoked or resigned in accordance with section 2.g or 2.h.</li> | <li>Honorary Membership. All honorary membership may be conferred upon those who have notably contributed to the Society, or to the cycling community. Recommendation for such an award shall be approved by the Board of Directors of the Society (hereinafter referred to as the Board). Honorary memberships are valid for the lifetime of the honorary member, unless subsequently revoked or resigned in accordance with section 2.g or 2.h.</li> | ||
<li>Members in Good Standing. Regular Members who have been members for at least | <li>Members in Good Standing. Regular Members who have been members for at least one calendar month and any honorary members shall be considered members in good standing. A regular member who has lapsed for no more than six months shall also be considered a member in good standing immediately upon payment of their dues.</li> | ||
</ol> | </ol> | ||
<li>'''Dues'''.</li> | <li>'''Dues'''.</li> | ||
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</ol> | </ol> | ||
</ol> | </ol> | ||
== | |||
==Board of Directors== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''Composition'''. The Board shall consist of not less than seven and no more than twelve members, including the President, Vice President, Secretary and Treasurer. The board will select additional portfolios for its remaining members according to the needs of the Society.</li> | <li>'''Composition'''. The Board shall consist of not less than seven and no more than twelve members, including the President, Vice President, Secretary and Treasurer. The board will select additional portfolios for its remaining members according to the needs of the Society.</li> | ||
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</ol> | </ol> | ||
== | ==Duties of the Board of Directors== | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>The Board is required to hold a meeting, which shall be chaired by an Interim Chair who shall be an outgoing Board member or a member at large, within | <li>The Board is required to hold a meeting, which shall be chaired by an Interim Chair who shall be an outgoing Board member or a member at large, within one calendar month of the AGM. The date for this meeting must be set at the AGM. At this meeting, the Board shall elect a President, Vice President, Secretary, and Treasurer. The Duties of the Interim Chair shall terminate on completion of the election of officers.</li> | ||
<li>The Board is responsible for the management of the business affairs of the Society.</li> | <li>The Board is responsible for the management of the business affairs of the Society.</li> | ||
<li>The Board shall organize and prepare the program for all meetings of the Society.</li> | <li>The Board shall organize and prepare the program for all meetings of the Society.</li> | ||
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<li>The Board shall provide a full report on the financial position and activities of the Society at the AGM.</li> | <li>The Board shall provide a full report on the financial position and activities of the Society at the AGM.</li> | ||
</ol> | </ol> | ||
== | |||
==Duties of the Officers of the Board== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>The President shall act as the executive head of the Society and shall be an ex-officio member of all committees.</li> | <li>The President shall act as the executive head of the Society and shall be an ex-officio member of all committees.</li> | ||
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<li>Board members who miss three consecutive board meetings without adequate notice or excuse (based on a hearing of the board), will be considered as having resigned from the board. This decision may be appealed by the member by following the procedure set out in section 3b. | <li>Board members who miss three consecutive board meetings without adequate notice or excuse (based on a hearing of the board), will be considered as having resigned from the board. This decision may be appealed by the member by following the procedure set out in section 3b. | ||
</ol> | </ol> | ||
== | |||
==Election of the Board of Directors== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>The election of the Board shall take place at the AGM of the Edmonton Bicycle Commuters' Society.</li> | <li>The election of the Board shall take place at the AGM of the Edmonton Bicycle Commuters' Society.</li> | ||
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<li>Candidates for election to the board must satisfy the minimum legal requirements to serve on the board.</li> | <li>Candidates for election to the board must satisfy the minimum legal requirements to serve on the board.</li> | ||
</ol> | </ol> | ||
== | |||
==Meetings of the Board of Directors== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''Board Meetings'''<br /> | <li>'''Board Meetings'''<br /> | ||
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</ol> | </ol> | ||
== | ==Meetings of the Membership== | ||
Meetings of the General Membership are referred to as either General Meetings or Special Meetings. | Meetings of the General Membership are referred to as either General Meetings or Special Meetings. | ||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>'''Calling a General Meeting'''</li> | <li>'''Calling a General Meeting'''</li> | ||
<ol style="list-style-type:lower-roman"> | <ol style="list-style-type:lower-roman"> | ||
<li>General Meeting: The Board may call a General Meeting whenever such a meeting is warranted in their judgment. The | <li>General Meeting: The Board may call a General Meeting whenever such a meeting is warranted in their judgment. The Board calls a General Meeting by passing a motion to provide notice of the General Meeting with the Society's newsletter.</li> | ||
<li>Annual General Meeting(hereinafter referred to as the AGM): The AGM shall be held on or before December 1 of each year, at a time and place designated by the Board. The Board calls an AGM by passing a motion to provide notice of the AGM with the Society's newsletter.</li> | <li>Annual General Meeting (hereinafter referred to as the AGM): The AGM shall be held on or before December 1 of each year, at a time and place designated by the Board. The Board calls an AGM by passing a motion to provide notice of the AGM with the Society's newsletter.</li> | ||
</ol> | </ol> | ||
<li>'''Calling a Special Meeting'''</li> | <li>'''Calling a Special Meeting'''</li> | ||
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</ol> | </ol> | ||
== | |||
==Remuneration== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>No board member shall receive any remuneration for services to the Society.</li> | <li>No board member shall receive any remuneration for services to the Society.</li> | ||
<li>No member shall receive any remuneration for services to the Society unless under a contract approved by the Board.</li> | <li>No member shall receive any remuneration for services to the Society unless under a contract approved by the Board.</li> | ||
</ol> | </ol> | ||
== | |||
==Finances== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>All funds of the Society shall be deposited in a Chartered Bank, Trust Company, or Credit Union.</li> | <li>All funds of the Society shall be deposited in a Chartered Bank, Trust Company, or Credit Union.</li> | ||
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<li>The books of the society will be audited once a year.</li> | <li>The books of the society will be audited once a year.</li> | ||
</ol> | </ol> | ||
== | |||
==Borrowing Powers== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>For the purposes of carrying out its objectives, the Society may borrow, raise or secure the payment of money (which includes issuing debentures).</li> | <li>For the purposes of carrying out its objectives, the Society may borrow, raise or secure the payment of money (which includes issuing debentures).</li> | ||
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</ol> | </ol> | ||
== | ==Custody and Use of the Seal== | ||
The Secretary of the Society shall have charge of the seal of the Society, should the Society require a seal. The signature of the Secretary shall be used to authenticate the seal. | The Secretary of the Society shall have charge of the seal of the Society, should the Society require a seal. The signature of the Secretary shall be used to authenticate the seal. | ||
== | |||
==Changes in Bylaws== | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>The By-Laws of the Society may be rescinded, altered or added to by a "Special Resolution"</li> | <li>The By-Laws of the Society may be rescinded, altered or added to by a "Special Resolution"</li> | ||
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<li>The "Special Resolution" may be passed by a vote of not less than three quarters of the voting members of the Society attending any General Meeting.</li> | <li>The "Special Resolution" may be passed by a vote of not less than three quarters of the voting members of the Society attending any General Meeting.</li> | ||
</ol> | </ol> | ||
== | |||
The Edmonton Bicycle Commuters' Society | ==Director and Officer Indemnification== | ||
The Edmonton Bicycle Commuters' Society shall indemnify its directors and officers and to an extent former directors and officers and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them, in respect of any civil, criminal or administrative action or proceeding to which they are made parties by reason of being directors or officers of the Edmonton Bicycle Commuters' Society, including an action by or on behalf of the Edmonton Bicycle Commuters' Society, if: | |||
<ol style="list-style-type:lower-alpha"> | <ol style="list-style-type:lower-alpha"> | ||
<li>they acted honestly and in good faith with a view to the best interests of the Edmonton Bicycle Commuters' Society</li> | <li>they acted honestly and in good faith with a view to the best interests of the Edmonton Bicycle Commuters' Society</li> | ||
<li>in the case of a criminal or administrative action of proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing the conduct was lawful or were acquitted; and</li> | <li>in the case of a criminal or administrative action of proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing the conduct was lawful or were acquitted; and</li> | ||
<li>they gave notice to the Edmonton Bicycle Commuters' Society of the civil, criminal or administrative action or proceeding immediately upon becoming aware of it and also co-operated with the Edmonton Bicycle Commuters' | <li>they gave notice to the Edmonton Bicycle Commuters' Society of the civil, criminal or administrative action or proceeding immediately upon becoming aware of it and also co-operated with the Edmonton Bicycle Commuters' Society in the defence of the action or proceeding, to such extent as may be reasonable in the circumstances.</li> | ||
</ol> | </ol> | ||
[[Category:policy]] | |||
[[Category:bylaws]] | |||