By-Laws of the Southern Alberta Ethnic Association

1. The Preamble

1.1 The Association:

SAEA shall be deemed an acceptable acronym for the association’s name: Southern Alberta ethnic Association.  In following references, the Association will be identified by its acronym.

 

1.2. The Bylaws:

The following articles set forth are the by-laws of the Association

2. Definitions and Interpreting the Bylaws

2.1 Definitions

In these Bylaws, the following words have these meanings.

2.1.1 Act means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it.

2.1.1 Annual General Meeting means the annual general meeting described in 4.1.

2.1.3 Association means Southern Alberta Ethnic Association.

2.1.4 Associate Member is a member that is not an ethnic association, group, or committee, but has an interest in the mandate and mission of SAEA, is ex-officio, with a voice, but no vote, can be an individual or an organization.

2.1.5 Board means the Board of Directors of this Association which consist of Individuals members and Delegates of member organizations.

2.1.6 Bylaws means the Bylaws of the Association as amended.

2.1.7 Delegates refers are members that are appointed by Member Organizations to reside on the SAEA Board.

2.1.8 Director means any person elected or appointed to the Executive. This includes the President and the immediate Past President.

2.1.9 Executive means directors elected or appointed to the Executive that are collectively or singularly one of the President and/or Officers of SAEA.

2.1.10 Executive Meetings refers to the meetings of the Executive Officers of the SAEA Executive.

2.1.11 Ex-officio means a member by virtue of office, who has a voice but not a vote, and whose attendance is not mandatory.

2.1.12 Honorary Members are members that have made significant contributions to the Association who are ex-officio and are appointed by the Executive Officers of SAEA Board.

2.1.13 Individual Member means one person not an organization with voting rights, privileges of SAEA.

2.1.14 Member means a member of the Association.

2.1.15 Member Organization refers to members of SAEA that are of an ethno-cultural group/organization with 1 representative on the SAEA Board with voting rights and privileges of SAEA.

2.1.16 Officer means any Officer listed in 4.2.

2.1.17 Registered Office means the registered office for the Association.

2.1.18 Register of Members means the register maintained by the Board of Directors containing the names of the members of the Association.

2.1.19 Roberts Rules of Order provides rules and procedures that allow a deliberative assembly to make its decisions efficiently, but with all due regard for the rights of the minority.

2.1.20 San Quorum a meeting without a quorum.

2.1.21 Special Meeting means the special meeting described in 4.7.

2.1.22 Special Resolution means: a resolution passed at a General Meeting of the membership of the Association. There must be twenty-one (21) days’ notice for this meeting. The notice must state that proposed resolution. There must be approval by a vote of 75% of the voting Members who vote        in person; b. a resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days’ notice. All the Voting Members eligible to attend and vote at the General Meeting must agree; or c. a resolution agreed to in writing by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.

2.1.23 Quorum is the presence of more than half (1/2) of members eligible to vote at SAEA Executive Meetings, Monthly General Meetings, Special Meetings and/or the AGM.

2.1.24 Voting Member means a Member entitled to vote at the meetings of the Association.

3. SAEA Membership:

3.1 SAEA members shall be one of three categories: 1) Individual, 2) Member Organization (representative of an ethno-cultural group), 3) Associate Member (ex officio) and 4) Honorary Member. All members shall support the SAEA purpose and these by-laws.

3.2 Members shall be over 18 years of age.

3.3 Individual members shall not be considered if its acceptance will result in a ratio of individual members to total members greater than 50%,

3.4 Upon submitting in writing an application to SAEA, membership shall be confirmed by a simple majority vote in a duly constituted meeting.

3.5 Each member organization shall delegate no more than one (1) representative to participate as a board member and may send an alternate if that delegate is not able to attend a meeting(s).

3.6 SAEA Executive from time to time will grant Honorary Membership to deserving individuals who have made significant contributions to the Association.

3.7 Membership Fees:

3.7.1  All members shall pay a fee as determined by the SAEA Board of

3.7.2 Membership dues shall be fixed from time to time at duly constituted

3.7.3 Membership dues shall be payable before the end of January 31 and are not refundable.

3.7.4 Associate and Honorary members are exempt from membership fees.

3.8 SAEA membership voting rights, privileges and responsibilities include the following:

3.8.1 Members shall have the right to hold any office available in

3.8.2 Members may serve on any committee created and directed by a duly constituted meeting.

3.8.3 Members may participate in any annual general or special meeting of the SAEA and may vote only in person, by show of hands or by any other means deemed appropriate by a majority of members of a duly constituted A member shall not vote by proxy.

3.9 SAEA membership shall be terminated:

3.9.1 By death of a member of an individual member.

3.9.2 By withdrawal, signified in writing to SAEA by an individual member and/or member

3.9.3 For cause (3.1) by assent of at least two thirds (2/3) of members voting at a duly constituted

3.9.4 For arrears in membership dues longer than six (6) months by and notification (after notification in writing by SAEA).

3.10 Suspension of Membership

3.10.1 Membership can be suspended for cause (3.1) for a period of The suspension and the time has to be assented to by at least two thirds (2/3) of members voting at a duly constituted meeting.

3.11 Application for membership or withdrawal from membership shall be presented in writing to the SAEA Presi

3.12 Membership termination/suspension (2.6) shall result in the forfeiture of all         rights, privileges, claims and interests inherent in SAEA membership.

4. SAEA Meetings:

4.1 The SAEA Annual General Meeting (AGM) shall be held after the last day of February and before the first day of

4.2 At the Annual General Meeting (AGM) of SAEA, the following officers shall be elected from among members in good standing: President, two Vice Presidents, Secretary and Treasurer and four Directors

4.3 Each executive nominee who garners the most votes by a secret ballot shall be deemed elected by the membership.

4.4 At the Monthly General Meeting, members shall determine the date of SAEA AGM and the venue of the

4.5 Executive meetings shall be held at the discretion of Executive

4.6 Chairmanship of standing committees shall be determined at an Executive meeting following the

4.7 The President shall promptly call a special meeting upon a request in writing for such a meeting from two (2) members of the executive or three (3) members at

4.8 Notice of business, special or monthly meetings shall be mailed electronically or by regular post to members seven (7) days before the Such notices shall contain a description of matters to be discussed and minutes of the applicable immediately preceding meeting that have not been previously sent.

4.9 An executive, monthly general, special or AGM quorum shall be achieved when more than one half (1/2) of the members eligible (number depending on membership) to vote at such a meeting are Routine transactions, considered at an otherwise duly constituted meeting can proceed sans quorum.

4.10 Motions and resolutions, save those expressly exempted by these by-laws, require the support of more than half of the members in good standing present at a duly constituted meeting in order to pass .

4.11 The meeting chair may vote to resolve a

4.12 A motion or resolution in writing, submitted to the President, signed by mover and a seconder shall have the same force as a properly formed motion from the

4.13 The chair of a meeting may call for motions or resolutions and may rule motions and resolutions out of order. The latter shall conform to Roberts Rules of Order.

5. Roles and Responsibilities of the Executive Officers and other Directors of the Executive:

5.1 Executive officers and board members shall conduct the affairs of SAEA and recount courses of action on behalf of the members from time to

5.2 All members of the Executive shall receive no remuneration for acting as such and Executive Officer/Member shall directly or indirectly receive any profit from her position. The Executive may receive reasonable compensation for expenses incurred by them in the normal course of their duties.

5.3 The Executive shall consist of a minimum of 5 members and a maximum of 9 members elected by the membership. In particular, the duties of executive officers and board members shall be:

 

5.3.1 President:

5.3.1.1     Shall convene and preside over executive and business meetings (i.e. chair the meeting); -be responsible for maintenance of efficient administration of SAEA affairs;

5.3.1.2     Possess and apply leadership qualities that support and defend the business of SAEA. 

5.3.1.3     Influence and guide the Board of Directors activities leading to the establishment and ongoing refinement of SAEA’s operational policies and strategic planning;

5.3.1.4     Take specific direction from the Board of Directors;

5.3.1.5     Shall be ex-officio member of all SAEA’s committees and Ad-hoc committees;

5.3.1.6     Represent SAEA’s positions to agencies and members as appropriate;

5.3.1.7     Shall lobby and liaise on behalf of SAEA with elected and non-elected government officials, regional and community               based non-governmental organizations and the public at large;

5.3.1.8     Shall be the official spokesperson and representative of SAEA, unless otherwise directed by the Board of Directors;

5.3.1.9     Shall communicate regularly with the SAEA staff regarding the ongoing, day to day business of SAEA;

5.3.1.10   Shall act as one signing authority for banking purposes, agreements and contracts of SAEA.

5.3.2 Vice Presidents (2):

5.3.2.1     Shall assume all duties and responsibilities in (5.3.1) in the President’s absence;

5.3.2.2     Become acquainted with projects and activities of the SAEA;

5.3.2.3     Be the President’s delegate upon request;

5.3.2.4     Assist the President with duties and responsibilities;

5.3.2.5     Submit proposals to the executive for future projects and activities;

5.3.2.6     Possess leadership qualities to defend and support the business of SAEA;

5.3.2.7     Carry out such duties as the Board of Directors and/or the President may assign;

5.3.2.8     Communicate regularly with the President relating to the business of the SAEA;

5.3.2.9     Shall act as one signing authority for banking purpose, agreements and contracts.

5.3.3 Secretary:

5.3.3.1     Shall take or monitor and supervise the taking of all SAEA minutes;

5.3.3.2     Possess leadership qualities to defend and support the business of SAEA;

5.3.3.3     Seek suggestions/submissions of items from members to include in executive and general meeting agenda;

5.3.3.4     Collect and distribute correspondence;

5.3.3.5     Keep and dispose appropriately of documents pertinent to SAEA activities;

5.3.3.6     Shall keep a register of all members;

5.3.3.7     Shall provide members with proper notice of SAEA meetings;

5.3.3.8     Keep the SAEA seal and any other contract SAEA has;

5.3.3.9     Maintain contact with SAEA members as required;

5.3.3.10   Shall act as one signing authority for banking purposes, agreements and contracts.

5.3.4 Treasurer:

5.3.4.1     Shall oversee monies accruing to SAEA activities and disburse payments as required;

5.3.4.2     Possess leadership qualities;

5.3.4.3     Keep an accurate financial record;

5.3.4.4     Supervise account [s] in bank [s] selected by the executive;

5.3.4.5     Produce financial records and records of meetings as required by law;

5.3.4.6     Reports on all revenue, expenditures and budgets to the Board.

5.3.5 Directors (1,2,3,4):

5.3.5.1     Possess leadership qualities to defend and support the business of SAEA;

5.3.5.2     Shall acquaint themselves with SAEA projects and activities;

5.3.5.3     Publicize the SAEA vision and mission in the community;

5.3.5.4   Advise the members and executive on projects and activities;

5.3.5.5     Undertake duties on behalf of SAEA as directed by members;

5.3.5.6     Directors shall serve as chairs on standing committees formed by the Executive.

5.3.6 Past President:

5.3.6.1     Shall support continuity of the executive;

5.3.6.2     Remain a member (ex officio) of the executive for two years or until replaced by an immediate past president (whichever occurs first);

5.3.6.3 Advise the executive on matters of concern to the SAEA.

5.4 Term of Office:

5.4.1 Each member of the Executive is elected for a term of two years. To ensure continuity of operation, the President, First Vice President, Secretary and Directors One and Two shall be elected in odd years of the calendar beginning in 2017, and the Second Vice-President, Treasurer, and Director Three and Four, shall be elected in the even calendar years, beginning in 2018.

5.5 Executive members shall not miss 3 consecutive Executive Meetings or will be removed from the Executive.

5.6 Use of the SAEA seal shall be validated by the signature of the President and In the absence of either, the signature of one of the Vice Presidents, along with either signature of the President or the Secretary shall validate the use of the SAEA seal.

5.7 If two or more members deem a member of the Executive has not or is not fulfilling his/her duties, such members shall sponsor a notice of motion outlining the specifications of non-performance at the first available Executive Meeting.

5.8 Charges of Executive nonperformance (5.7) shall be debated at the next meeting (following notice). The removal of an Executive Officer shall be achieved if assented to by two thirds (2/3) of members voting at a meeting called to debate the

5.9 If a vacant position on the Executive becomes available, on an interim basis, the Executive may appoint a member to fill the position for the remainder of that position’s term.

6. Roles and Responsibilities of SAEA Board Members:

6.1 Promote the objects of SAEA;

6.2 Attend Monthly General Meetings;

6.3 Promote Membership of SAEA;

6.4 Participate in Fundraising;

6.5 Participate in activities of SAEA.

7. Conflict of Interest:

7.1 Whenever an Executive Officer, Director, Board Member, Member, or Staff of SAEA has a financial or personal interest in any matter coming before Executive of SAEA, the affect person shall:

7.1.1 Fully disclose the nature of the interest and;

7.1.2 Withdraw from discussion, lobbying, and voting on the matter;

7.2 Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the Association to do so.

7.3 The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.

8. SAEA Business and Fiscal Year Documents:

8.1 SAEA may borrow, raise and otherwise acquire monies, assets, properties and securities to the extent the borrowing, raising and acquiring are consistent with the SAEA

8.2 The SAEA Fiscal year shall commence on the first day of January and conclude on the last day of

8.3 SAEA Executive Officers and staff shall maintain records and other documents in their care and make them available promptly for inspection when necessary by members in good standing and to others legally and/or contractually required to affect inspection [s].

8.4 SAEA financial records shall be audited annually by a qualified accountant and if deemed appropriate, by two (2) members elected for the purpose at a duly constituted

8.5 The Treasurer shall make available a current, audited financial statement at the AGM.

8.6 The Secretary shall take minutes or delegate the taking of minutes at all m In any event the Secretary shall be responsible for disposition all SAEA documents.

8.7 Executive Officers and Board members of the Association will not   receive payment for duties and responsibilities.

9. Assumption, Interpretations, Amendments and Registration:

9.1 It is to be understood that herein singular references include plural and vice versa; masculine references include the feminine and vice versa; verbs beginning with shall refer to the present, as well as the future

9.2 Where these by-laws are deemed equivocal or ambiguous, the interpretation chosen shall be the one most consistent with SAEA’s

9.3 After a clear month’s publication of notice, these by-laws may be amended, only by special resolution of the members, at any duly constituted meeting by assent of more than two thirds (2/3) of members

9.4 These by-laws and all subsequent amendments shall be deemed in force upon registration with the Registrar of Companies, Alberta Department of Consumer and Corporate

10. Protection and Indemnity of Executive Officers, Directors and Board Members:

10.1.      Each Executive Officer, Director or Board Member hold office with the protection from the SAEA.  The SAEA indemnifies each Executive Officer, Director or Board Member against all costs or charges that result from any act done in his or her role for the Association.

10.2.      SAEA does not protect any Executive Officer, Director or Board Member for acts of fraud, dishonesty, or bad faith.

10.3.     No Director or Officer is liable for the acts of any other Director, Officer, Member or Employee.  No Director or Officer is responsible for any loss of damage due to bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with SAEA.  No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his or her role for SAEA, unless the act is fraud, dishonesty or bad faith.

10.4.     Directors of Officers can rely on the accuracy of any statement or report by the Association’s auditor.  Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

10. Protection and Indemnity of Executive Officers, Directors and Board Members:

11.1 Upon dissolution of the group (Southern Alberta Ethnic Association) any assets remaining after paying debts and liabilities to be:

11.1.1 Disbursed to eligible charitable groups or purposes including Lethbridge United Way and Lethbridge Community Foundation;

11.1.2 Alberta Gaming & Liquor Control funds will be transferred trust to a municipality until such time as the assets can be transferred from the municipality to a charitable group or approved by the AGLC Board.

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