Bylaws-Revised in 2015

INTRODUCTION

 

1.1             The name of the Society is Edmonton Immigrant Services Association.  The Edmonton Immigrant Services Association (“EISA”) is a society incorporated under the Societies Act on December 17, 1976.

 

1.2             The Association will operate as a non-profit organization.  Its activities shall be carried out without purpose of gain for its members, and any profits or other accretions to the Society are to be used solely to promote the goals and objects described above.  No part of the earnings or assets of the Society shall be to the benefit of any private person or individual, or any member or officer of the Society, on dissolution or otherwise.

 

1.3             Definition of Terms and Interpretation:

 

1.3.1    “Association” means the Edmonton Immigrant Services Association.

“Board” means the Board of Directors of the Edmonton Immigrant Services Association.

“Director” means any person elected or appointed to the Board.

“General Meeting” means an Annual General Meeting or a Special General Meeting.

“Member” means a member of the Association.

“Member in Good Standing” means a Member who has paid annual membership fees and who is not suspended.

“Resolution” means a decision for action, expressed by voting in favour of a motion being considered.

“Voting Member” means a Member in Good Standing entitled to vote at the meeting of the Association.

 

1.3.2    In these Bylaws unless the context otherwise requires, words imputing the singular number of the masculine gender shall include the plural number or the feminine gender as the case may be, or vice versa, and reference to persons shall include firms, corporations, other organizations and societies.  Reference to a majority shall mean a simple majority unless otherwise stated.

 

MEMBERSHIP

 

2.1       Classification of membership

 

2.1.1       Membership in the Association shall be open to all persons regardless of sex, race, colour, religion or origin.

2.1.2       The members of the Association shall be subscribers to the objects and Bylaws and include every other person who agrees to become a member in accordance with these Bylaws.

 

 2.2      Application for Membership

 

2.2.1    All applications for membership shall be submitted to the Executive Committee through the Executive Director and upon approval, the applicant shall be a member.

2.2.2    An applicant who has been refused membership by the Executive Committee may at a general meeting resubmit the application to the general membership at a General Meeting who may, with a two-thirds (2/3) majority of those present, accept the application.

 

2.3       Membership Fees

 

2.3.1    Membership shall be from April 1 to March 31 of the following year.  Membership dues received after January 1, may be applied to the following year.

2.3.2    The annual membership fee shall be determined by the Board of Directors.

2.3.3       The annual membership renewal shall be paid on or before April 1 of each year.

 

2.4       Rights and Privileges of Members

 

2.4.1       Any member in good standing is entitled to:

(a)             receive notice of meetings of the Society;

(b)            attend any meeting of the Society;

(c)             speak at any meeting of the Society; and

(d)            exercise other rights and privileges given to members in these Bylaws.

 

2.4.2       The only members who can vote at meetings of the Society are members in good standing who are at least eighteen (18) years of age.

 

2.4.3       A member is in good standing when:

(a)             the member has paid membership fees or other required fees to the Society; and

(b)            the member is not suspended as a member as provided for under Article 2.5.

 

2.5       Termination of Membership

 

2.5.1    The Directors shall have the power, by a three-fourths (3/4) majority, to expel or suspend any member whose conduct has been determined to be improper, unbecoming, or likely to endanger the interest or reputation of the Association or who willfully commits a breach of the Bylaws of the Association.

2.5.2       No member shall be expelled or suspended without being notified of the charge or complaint against him or without being first given an opportunity to be heard by the Directors at a Board meeting called for that purpose, such meeting to be called within ninety (90)days.  The expelled or suspended member may apply for reinstatement at the Annual General Meeting of the Association where a two-thirds (2/3) majority of those present may reinstate a member.

2.5.3       Any member who withdraws or is expelled from the Association shall forthwith forfeit all right, claim and interest arising from or associated with membership in the Association.

2.5.4       Any member may resign from the Association by sending or delivering a written notice addressed to the Board Secretary and by mailing and delivering such notice to the registered office of the Association.  Once the notice is received, the member’s name shall be removed from the Register of Members.

2.5.5       The membership of a member is ended upon death of the member or dissolution of the Association.

 

MEETINGS

 

3.1            Annual General Meeting

 

The Annual General Meeting shall be held each year not later than 3 months following the Society’s fiscal year end, at a place and time determined by the Board of Directors, with not less than twenty-one (21) days notice to the membership.

 

3.2            Special General Meeting

 

A Special General Meeting may be called at any time:

(a)             by Resolution of the Board of Directors to that affect; or

(b)            on the written request of at least five (5) Directors.  The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such Special General Meeting; or

(c)             on the written request of at least one-third (1/3) of the voting members.  The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such Special General Meeting.

 

3.3            Whenever, under the provision of these Bylaws, notice is required to be given, it may be given personally, by telephone, by fax, by e-mail or other electronic mode or sent through the public mail service.  For the purpose of sending notice, the address of a member shall be that last recorded in the books of the Association.

 

3.4            A quorum for the transaction of business at any meeting of members shall consist of not less than fifteen (15%) percent of the membership.

 

3.5            Every member in good standing and in attendance shall be entitled to one vote.  A proxy vote shall not be permitted.

 

3.6            The procedure at any meeting shall be in accordance with Robert’s Rules of Order.

 

 

GOVERNANCE

4.1       The Board of Directors

 

4.1.1    Governance and Management of the Association

The affairs of the Association shall be governed and managed by the Board of Directors.  The Board may hire an Executive Director to carry out day-to-day management functions under the direction and supervision of the Board.

4.1.2       Powers and Duties of the Board

 

The Board has the powers of the Association, except as stated in the Societies Act.  The powers and duties of the Board include:

(a)             Promoting the objects of the Association;

(b)            Promoting membership in the Association;

(c)             Making policies for the governance of the Association;

(d)            Establishing committees and electing/appointing officers;

(e)             Maintaining and protecting the Association’s assets and property;

(f)             Approving an annual budget for the Association;

(g)            Paying all expenses for operating and managing the Association;

(h)            Financing the operations of the Association and borrowing or raising funds;

(i)              Approving all contracts for the Association;

(j)              Maintaining all accounts and financial records for operating the Association;

(k)            Appointing legal counsel as necessary;

(l)              Making policies, rules and regulations for operating the Association and for using its facilities and assets; and

(m)          Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee and/or to the Executive Director.

 

4.1.3       Composition of the Board

 

The Board shall consist of a minimum of 9 and a maximum of 12 Directors.

 

4.1.4       Election of the Directors

 

4.1.4.1  The Nomination Committee shall solicit nominations for Directors and shall place all nominations before the members at the Annual General Meeting.

4.1.4.2  Directors shall be elected at the Annual General Meeting for a 2 year term and shall be eligible for re-election, if otherwise qualified.

4.1.4.3  The election of the Directors may be by a show of hands unless a ballot be demanded by any member.

4.1.4.4  Directors shall be drawn only from the membership.  A Director shall cease to be a Director at the time he ceases to be a member of the Association.

4.1.4.5  The Board of Directors may appoint to the Board up to three non-voting advisors whose experience in the affairs of the Association or whose position in the community or government is such that their advice will likely be of value.

 

4.1.5       Resignation, Removal and Replacement of a Director

 

4.1.5.1  A Director may resign from office by giving one month’s notice in writing.

4.1.5.2  In the event that a Director is absent from three consecutive meetings without just cause, the Board may pass a motion to excuse the Director’s absences or to expel the Director.

4.1.5.3  Two-thirds of Voting Members present at a Special General Meeting of the Association may remove a Director from the Board before the end of his or her term.

4.1.5.4  If there is a vacancy on the Board of Directors, the remaining Directors, as long as they form a quorum of Directors, may appoint any member in good standing to fill that vacancy for the remainder of the term.  If the remaining Directors do not form a quorum the Board shall forthwith call a meeting of the members to fill the vacancy.

 

4.1.6       Meetings of the Board

 

4.1.6.1  The Board shall hold a minimum of four (4) meetings per year at such times and places as shall be determined by the Board.

4.1.6.2  The Chair shall call the meetings of the Board.  The Chair or the Vice-Chair or the Secretary shall also call a meeting if any two Directors make a request in writing and state the business for the meeting.

4.1.6.3  One-fourth (1/4) of the Directors shall form a quorum for the transaction of business PROVIDED that, in no case can business be transacted unless there are at least three (3) members present.  No formal notice of any meeting shall be necessary if all the Directors are present or if those absent have signified in writing their consent to the meeting being held in their absence.

4.1.6.4  If there is no quorum, the Chair shall recess the meeting to a future time and day.

4.1.6.5  The Secretary of the Board shall ensure minutes and records of the Board of Directors’ meetings are taken and kept on file.

4.1.6.6  Each Director has one vote.  All matters shall be decided by majority vote.  The Chair shall only vote in the case of a tie.

 

4.1.7       Remuneration

 

No Director shall receive any remuneration from the Association for services rendered as a member of the Board, and a member of the Board cannot be a paid employee of the Association.

 

4.1.8       Liability

 

Directors shall not be liable for any action taken or omitted by them in good faith, for the acts of any agent, employee or attorney selected by the Directors with reasonable care, or for any acts or omissions of any other Director.

 

4.2       Officers/Directors

 

4.2.1       Within two weeks of the Annual Meeting, the Board of Directors shall elect from within their ranks, officers consisting of the Chair, Vice-Chair, Secretary and Treasurer.

4.2.2       The Executive Committee shall carry on the business of the Association between meetings of the Association and between meetings of the Board, in accord with the policies and directions of the Board.

4.2.3       An immediate Past-Chair is automatically a member of the Executive Committee provided that he is re-elected to the Board.

4.2.4       The officers hold office until re-election or until a successor is elected/appointed.

 

4.3       Duties of the Directors/Officers of the Association

 

4.3.1       Board Members

 

(a)             Serve on committees.

(b)            Attend board meetings and assigned committee meetings and annual general meetings.

(c)             Support special events of the Association.

(d)            Support and participate in fundraising events.

(e)             Pay membership fees of the Association.

(f)             Approve where appropriate, policy and other recommendations received from the Board, its committees and Executive Director.

(g)            Monitor all Board policies.

(h)            Review the Bylaws and policy manual and, when appropriate, recommend Bylaw changes to the membership.

(i)              Participate in the development of EISA’s organizational plan and annual review.

(j)              Consider and, when appropriate, approve EISA’s budget.

(k)            Approve the hiring and release of the Executive Director, based on the recommendations of the Personnel Committee.

(l)              Participate in evaluating the Executive Director.

(m)          Assist in developing and maintaining positive relations among the Board, committees, staff members, and community to promote EISA’s objects.

 

4.3.2       The Chair

 

(a)             Calls the meetings and sets the agenda of the Board with input from Board Members and the Executive Director.

(b)            Presides at all meetings of the Executive Committee and Board and all general meetings of the Association.  He shall see that all resolutions and orders of the Board are carried into effect.

(c)             Serves as an ex-officio member of all committees and attends their meetings when needed and shall have a casting vote in case of a tie.

(d)            Prepares and submits a report of the preceding year for the Annual General Meeting.

(e)             Acts as the spokesperson for the Association.

(f)             Acts as signing officer along with the Treasurer, Executive Director and the Association’s bookkeeper/accountant for all cheques and other documents, such as grant applications and contracts.

(g)            Orients Board members to the Board.

(h)            Ensures that Board members remain in their governance role and that paid staff and volunteers implement and manage programs and services.

(i)              Performs other duties as assigned by these Bylaws.

 

4.3.3       Vice-Chair

 

(a)             Serves on the Executive Committee.

(b)            Presides at meetings in the Chair’s absence.  If the Vice-Chair is also absent, the Directors shall appoint a Chair for the meeting.

(c)             Performs the duties and exercises the powers of the Chair in the absence or disability of the Chair.

(d)            Performs other duties from time to time when asked to do so by the Chair or the Board.

 

 

 

4.3.4       Secretary

 

(a)             Serves on the Executive Committee.

(b)            Keeps accurate minutes of meetings.

(c)             Keeps or causes to be kept a record of officers, Board members, committees and General Membership.

(d)            Notifies Board Members of meetings as required.

(e)             Keeps record of Board attendance and makes sure there is a quorum at meetings.

(f)             Records all motions and decisions of meetings.

(g)            Signs Board minutes to attest to their accuracy.

(h)            Keeps copies of minutes of both Board and committee meetings.

(i)              Distributes copies of minutes to Board Members promptly after meetings.

(j)              Performs any other duties as prescribed by the Board.

 

4.3.5       Treasurer

 

(a)             Serves on the Executive Committee

(b)            Reports regularly to the Board regarding the financial state of the Association.

(c)             Ensures an audited statement of the financial position of the Association is prepared and presented to the Annual General Meeting.

(d)            Acts as a signing officer along with the Chair, Executive Director and bookkeeper/accountant for all cheques and other documents.

(e)             Ensures that all necessary books and records of the Association are kept and filed as required by the Bylaws, the Societies Act, or any other statutes or laws.

(f)             Performs any other duties assigned by these Bylaws.

 

4.3.6       Other Appointments

 

The Board of Directors may from time to time appoint officers, professional consultants, committees and agents and authorize the employment of such persons as the Board deems necessary to carry out the objects of the Association and such officers, professional consultants, committees, agents and employees shall have such authority and shall perform such duties from time to time as may be prescribed by the Board.

 

4.4       Protection and Indemnity of Directors

 

4.4.1       Except where a Director, Officer or employee shall be adjudged by an Alberta Court to be liable for willful negligence or willful misconduct in the performance of any duty or responsibility to the Association, EISA shall indemnify each Director, Officer and employee against any and all liability and all reasonable expenses in connection with or resulting from any claim, action, suit or proceeding in which the Director, Officer, or employee becomes involved as a party or otherwise by reason of having been a Director, Officer or employee of EISA.

4.4.2       The Directors of the Association shall act honestly and exercise the care, skill and diligence that a reasonably prudent individual would exercise in comparable circumstances.  Directors can rely on the accuracy of any statement or report prepared by the Association’s auditor.  Directors are not held liable for any loss or damage as a result of acting on that statement or report.

AUDITS, ACCOUNTS AND RECORDS

 

5.1            Fiscal Year and Auditing

 

5.1.1       The fiscal year of the Association shall be April 1 to March 31.

 

5.1.2       The books, accounts and records of the Association shall be audited at the end of each fiscal year and the Board shall appoint an auditor or auditors annually.  A completed and proper statement of the standing of the books for the previous year shall be submitted by the auditor for presentation at the Annual General Meeting of the Association.

 

5.1.3       The auditors of the Association shall have the right of access at all reasonable times to all records, documents, books, accounts and files of the Association and shall be entitled to require from the Directors such information and explanation as may be necessary for the purpose of the duties of the auditors.

5.1.4       Subject to Bylaw 5.4 below, the books and records of the Association may be inspected by any member of the Association upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of the same.  Each member of the Board shall at all times have access to such books and records.

 

5.2            Seal of the Association

 

5.2.1   The Board shall adopt a seal which shall be the common seal of the Association and may, from time to time by resolution, provide for its custody and use.

 

5.2.2   The seal shall only be used for purposes of the Association and such a seal shall be affixed to any documents requiring a seal by those with Signing Authority.

 

5.2.3       Custody of the seal is to be the responsibility of the Executive Director, unless the Board decides otherwise.

 

5.2.4       The Seal of the Association shall only be used by Officers authorized by the Board.

 

5.3            Signing Authority for the Association

 

5.3.1       The Chair, Vice-Chair, Treasurer and Executive Director shall have authority to sign documents on behalf of the Association.

 

5.4            The Keeping and Inspection of Records of the Association

 

5.4.1       A copy of the Minutes of Board of Directors’ meetings shall be kept at the Registered Office of the Association.

 

5.4.2       The Treasurer or his delegate shall ensure that all necessary books and records of the Association are kept and filed as required by the Bylaws, the Societies Act, or any other statute or law.

 

5.4.3       A Member wishing to inspect the books or records of the Association will give written notice to the Executive Director of the Association of the member’s intention to do so.

 

5.4.4       Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office during normal business hours in the presence of a board member.

 

5.4.5       All financial records of the Association are open for such inspection by the member.

 

5.4.6       Other records of the Association are also open for inspection, except for records that the Board designates as confidential.

 

5.5       Borrowing Powers and Investment of Funds

 

5.5.1       The Association may borrow or raise funds to meet its objects and operations.  The Board shall be entitled to decide the amounts and ways to raise money.

 

5.5.2       The Association may grant security for purposes of borrowing only by resolution of the Board confirmed by a Special Resolution of the members.

 

5.5.3       Any funds of the Association shall be deposited in the name and to the credit of the Association in whatever Bank, Trust Company, Credit Union or Treasury Branch that the Board may order or shall be invested in such investments as the Board deems reasonable.

 

 

AMENDING THE BYLAWS

6.1            These Bylaws shall not be repealed or altered or added to except by an extraordinary resolution with a three-fourths (3/4) majority vote passed at the Annual General Meeting or at a Special General Meeting of the Association.  Notice of such a meeting must be given twenty-one (21) days’ notice and sent in writing.

 

6.2            The twenty-one (21) days’ notice given for an Annual General Meeting or Special General Meeting of the Association shall include details and notice of the proposed Special Resolution to change Bylaws.

 

6.3            Changes to the Bylaws take effect once the dated Special Resolution is approved at the Annual General Meeting or Special General Meeting, verified by two signing Officers of the Association and registered at the Corporate Registry of Alberta.

 

DISSOLUTION

 

7.1            The Association does not pay any dividendsor distribute its property among its members.

 

7.2            In the event of the dissolution of EISA, all its remaining funds or assets after payment of all its liabilities or debts shall be given to a not-for-profit organization in Alberta with objects and goals similar to those of EISA.  Members will select this organization by Special Resolution.  If, within ninety days of dissolution, the members have not passed a Special Resolution naming the not-for-profit organization, the Board of Directors is empowered to select the organization.  The decision of the Board of Directors shall be final.