Bylaws (2011): Difference between revisions

The below bylaws are to be voted on at the [[AGM 2011|Annual General Meeting]] held on Sepember 24, 2011.  The update the [[Bylaws (2010}|2010 bylaws]] which were passed by the society by rejected by Alberta Corporate Registries. As such, they replace the [[Bylaws (1995)|1995 version]] of the Bylaws.

==<li>Name</li>==

==<li>Membership</li>==

     <li>Members in Good Standing. Regular Members who have been members for at least on 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>

==<li>Board of Directors</li>==

==<li>Duties of the Board of Directors</li>==

   <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 on 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>Duties of the Officers of the Board</li>==

==<li>Election of the Board of Directors</li>==

==<li>Meetings of the Board of Directors</li>==

     <li>Should the concerns addressed in said petition or request not be resolved, the Board may call a General Meeting, according to the procedures for calling a General Meeting given in section 8, and in particular in section 8a)i and 8a)ii.</li>

     <li>If the petitioner is not satisfied because the Board has chosen not to call a General Meeting, or if the petitioner wishes the General Meeting held sooner than the date the Board chooses, the petitioner may call a Petitioned General Meeting according to proceducres for calling a General Meeting given in Section 8, and in particular Section 8.a.iii.</li>

==<li>Meetings of the Membership</li>==

All meetings of the General Membership are referred to as General Meetings.

     <li>General Meeting: The Board may call a General Meeting whenever such a meeting is warranted in their judgment.  The Board 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 31 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>Petitioned General Meetings: A petitioner, as described in Sections 7.b.ii and 7.b.iv may call a Petitioned General Meeting by providing notice as described in Section 8.b. With the notice, the petitioner must also provide a copy of the petition which was presented to the Secretary and introduced at the Special Board Meeting. The petitioner may include other information with the notice. The petitioner assumes the cost of providing notice. Upon demand, the Secretary must provide the petitioner with the most current list of the members' names and addresses.</li>

   <li>Notice of a General Meeting is provided by circulating a notice to each member indicating the date, time, and place of a General Meeting, such that the note is delivered more than fourteen days before the meeting date. A similar note shall be posted to the front page of the Society's website such that it appears more than fourteen days before the meeting date. If the purpose of the General meeting is to pass a Special Resolution, the requirements of Section 13.b must also be met.</li>

   <li>Attendance at all General Meetings shall be open to the public.</li>

   <li>Quorum at all Meetings shall be the lesser of either twenty members in good standing or five percent of the membership.</li>

   <li>Voting at all meetings is restricted to members in good standing who are physically present at the meeting. No proxies will be permitted.</li>

==<li>Remuneration</li>==

==<li>Finances</li>==

==<li>Borrowing Powers</li>==

==<li>Custody and Use of the Seal</li>==

==<li>Changes in Bylaws</li>==

==<li>Director and Officer Indemnification</li>==

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:

   <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>