Bylaws and Policies


ARTICLE 1 – PREAMBLE
ARTICLE 2 – DEFINING AND INTERPRETING THE BYLAWS
ARTICLE 3 – OBJECT OF THE SOCIETY
ARTICLE 4 – MEMBERSHIP
ARTICLE 5 – MEETINGS OF THE SOCIETY
ARTICLE 6 – THE GOVERNMENT OF THE SOCIETY
ARTICLE 7 – FINANCE AND OTHER MANAGEMENT MATTERS
ARTICLE 8 – AMENDING THE BYLAWS
ARTICLE 9 – DISTRIBUTING ASSETS AND DISSOLVING THE SOCIETY


ARTICLE 1 – PREAMBLE

1.1 The Society

The name of the Society is the Alberta Triathlon Association, which may also be known or referred to as the ATA of the Society.

1.2 The Bylaws

The following articles set forth the Bylaws of the Alberta Triathlon Association.

 

ARTICLE 2 – DEFINING 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. 1980, Chapter S-18 as amended, or any statute substituted for it.

2.1.2 Annual General Meeting means the annual general meeting described in Article 5.1.

2.1.3. Board means the Board of Directors of the Society.

2.1.4. Bylaws means the Bylaws of this Society as amended.

2.1.5. Director means any person elected or appointed to the Board. This includes the President.

2.1.6. Executive Director means that person described in Article 6.6.

2.1.7. General Meeting means the Annual General Meeting and a Special General Meeting.

2.1.8. Member means a Member of the Society.

2.1.9. Officer means any Officer listed in Article 6.2.

2.1.10. Registered Office means the registered office for the Society.

2.1.11. Register of Members means the register maintained by the Board of Directors containing the names of the Members of the Society.

2.1.12. Society means the Alberta Triathlon Association.

2.1.13. Special Meeting means the special general meeting described in Article 5.2.

2.1.14. Special Resolution means:

(a) a resolution passed at a General Meeting of the membership of this Society. There must be twenty-one (21) days' notice for this meeting. The notice must state the 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.

2.1.15. Voting Member means a Member entitled to vote at the Meetings of the Society.

2.2 Interpretation

The following rules of interpretation must be applied in interpreting these Bylaws.

2.2.1. Singular and Plural: words indicating the singular number also include the plural, and vice-versa.

2.2.2. Corporation: words indicating persons also include corporations.

2.2.3. Headings are for convenience only. They do not affect the interpretation of these Bylaws.

2.2.4. Liberal Interpretation: these Bylaws must be interpreted broadly and generously.

 

ARTICLE 3 – OBJECT OF THE SOCIETY

3.1 The object of the Society, as indicated in the amended application to form a society, is:

"To develop all aspects of the sports of triathlon, duathlon, aquathlon, winter triathlon and other related multi-endurance sports in the province of Alberta.

 

ARTICLE 4 – MEMBERSHIP

4.1 Classification of Members

There are four categories of Members:

  1. Full Members: a) Adult; b) Junior; c) Family
  2. Day Members
  3. Honorary Life Members

4.1.1. Full Members

To become a full member, an individual must:

  1. demonstrate an interest in or a connection with the sports of triathlon, duathlon or other related multi-endurance sports;
  2. pay the annual membership fees for Members;
  3. not have been expelled from the Society unless approval for re-admission has been approved by the Board.

4.1.2. Day Members

To become a Day Member, an individual must:

  1. demonstrate an interest in or a connection with the sports of triathlon, duathlon or other related multi-endurance sports;
  2. pay the Alberta Triathlon Association registration fee for the day the individual wishes to become a Day Member which membership with commence at the start of the day or at the time of payment if payment is made some time during the day and end at the end of the day;
  3. not have been expelled from the Society unless approval for re-admission has been approved by the Board.

4.1.3. Honorary Life Members

Upon the written recommendation of 2 members of the Board, and upon a motion being passed by at least two-thirds of the members of the Board eligible to vote at a meeting of the Board, a maximum of 2 Honorary Life Memberships may be conferred by the Board each calendar year upon a person who shall have rendered notable service to the Alberta Triathlon Association or who otherwise has brought great prestige to the sport of triathlon in Alberta.

4.2 Admission of Members

Any individual may become a Member in the appropriate category by meeting the requirements in Article 4.1. The individual will be entered as a Member under the appropriate category in the Register of Members.

4.3 Membership Fees

4.3.1. Membership Year

The membership year is from January 1 of any given year to December 31 of the same given year.  Membership will run on a calendar system (i.e. January 1st, 2011 to December 31st, 2011) and must be renewed each year to continue to be an ATA member.

4.3.2. Setting Membership Fees

The Board decides annual membership fees for each category of Members.

4.3.3. Payment Date for Fees

The annual membership fees must be paid on or before the anniversary due date.

4.4. Rights and Privileges of Members

4.4.1. Any Member in good standing is entitled to:

  1. receive notice of meetings of the Society;
  2. attend any meeting of the Society;
  3. speak at any meeting of the Society; and
  4. exercise other rights and privileges given to Members in these Bylaws.

4.4.2. Voting Members

The only Members who can vote at meetings of the Society are:

  1. Full Members in good standing who are at least eighteen (18) years old; and
  2. Junior Members who are at least sixteen (16) years of age at the time of the exercise of their vote and who are in good standing;
  3. Honorary Life Members in good standing.

4.4.3. Number of Votes

A voting Member is entitled to one (1) vote at a meeting of the Society.

4.4.4. Member in Good Standing

A Member in good standing when:

  1. The Member has paid membership fees or other required fees to the Society; and
  2. The Member is not suspended as a Member as provided for under Article 4.5.

4.5 Suspension of Membership

4.5.1. Decision to Suspend

The Board, at a Special Meeting called for that purpose, may suspend a Member for not more than twelve (12) months, for one or more of the following reasons:

  1. If the Member has failed to abide by the Bylaws;
  2. If the Member has been disloyal to the Society;
  3. If the Member has disrupted meetings or functions of the Society; or
  4. If the Member has done or failed to do anything judged to be harmful to the Society.

4.5.2. Notice to the Member

  1. The affected Member will receive written notice of the Board's intention to deal with whether that Member should be suspended or not. The Member will receive at least two (2) weeks notice before the Special Meeting.
  2. The notice will be sent by single registered mail to the last known address of the Member shown in the records of the Society. The notice may also be delivered in person.
  3. The notice will state the reasons why suspension is being considered.

4.5.3. Decision of the Board

  1. The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member.
  2. The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board.
  3. The Board may exclude the Member from its discussion of the matter, including the deciding vote.
  4. The decision of the Board is final.

4.6 Termination of Membership

4.6.1. Resignation

  1. Any member may resign from the Society by sending or delivering a written notice to the President or to the Executive Director of the Society.
  2. Once the notice is received, the Member's name is removed from the Register of Members. The member is considered to have ceased being a member on the date his name is removed from the Register of Members.
  3. Membership fees or any prorated portion thereof, are non-refundable.

4.6.2. Death

The membership of a Member is ended upon his death.

4.6.3. Deemed Withdrawal

  1. If a Member has not paid the annual membership fees within three (3) months following the date the fees are due, the Member is considered to have submitted his resignation.
  2. In this case, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.

4.6.4. Expulsion

  1. The Society may, by Special Resolution at a Special General Meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Society.
  2. This decision is final.
  3. On passage of the Special Resolution, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
  4. The Special Resolution may establish re-admission criteria for the expelled Member.

 

4.7 Transmission of Membership

No right or privilege of any Member is transferrable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Society.

4.8 Continued Liability for Debts Due

Although a Member ceases to be a Member, by death, resignation or otherwise, the member is liable for any debts owing to the Society at the date of ceasing to be a Member.

4.9 Limitation on the Liability of Members

No Member is, in his/her individual capacity, liable for any debt or liability of the Society.

 

ARTICLE 5 – MEETINGS OF THE SOCIETY

5.1 The Annual General Meeting

5.1.1. The Society will hold an Annual General Meeting once each calendar. The Board will set the place day, and time of the meeting.

5.1.2. The Executive Director will mail or deliver a notice to each member at least twenty-one (21) days before the Annual General Meeting. This notice states the place, date and time of the Annual General Meeting, and any business requiring a Special Resolution.

5.1.3. Agenda for the Meeting

The Annual General Meeting will deal with the following matters:

  1. adopting the agenda;
  2. adopting the minutes of the last Annual General Meeting;
  3. consider the President's report;
  4. review the financial statements setting out the Society's income, disbursements, assets and liabilities and the auditor's report;
  5. appoint the auditors;
  6. election(s);
  7. consider matters specified in the meeting notice;
  8. consider such other matters properly brought before the Meeting

5.1.4. Quorum

Attendance by three (3%) per cent of the Members at the Annual General Meeting is a quorum.

5.2 Special General Meeting of the Society

5.2.1. Calling of Special General Meeting

A Special General Meeting may be called at any time:

  1. by a resolution of the Board of Directors to that effect; or
  2. on the written request of at least four (4) Directors. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this Special General Meeting; or
  3. on the written request of at least ten (10%) per cent 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.

5.2.2. Notice

The Secretary mails or delivers a notice to each member at least twenty-one (21) days before the Special General Meeting. This notice states that the place, date, time and purpose of the Special General Meeting.

5.2.3. Agenda for Special General Meeting

Only the matter(s) set out in the notice for the Special General Meeting are considered at the Special General Meeting.

5.2.4. Procedure at the Special General Meeting

Any Special General Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting.

5.3 Proceedings at the Annual or a Special General Meeting

5.3.1. Attendance by the Public

General Meetings of the Society are open to the public. A majority of the Members present may require any persons who are not Members to leave.

5.3.2. Failure to Reach Quorum

If a quorum is not present within one-half (½ ) hour after the set time, the Meeting will proceed with the Members in attendance. Forthwith after the Meeting, the minutes of the Meeting shall be posted on the Alberta Triathlon Association website. If 30 days after such posting, a written request for a special meeting seeking to rescind business passed at the Meeting has not been received by the Board, then all business transacted at the Meeting shall be deemed to have been lawfully passed.

5.3.3. Presiding Officer

  1. The President chairs every General Meeting of the society. The Vice-President chairs in the absence of the President.
  2. If neither the President nor the Vice-President is present within one-half (½) hour after the set time for the General Meeting, the Members present choose one (1) of the Members to chair the Meeting.

5.3.4. Adjournment

  1. The President may adjourn any General Meeting with the consent of the Members at the meeting. The adjourned General Meeting conducts only the unfinished business from the initial Meeting.
  2. No notice is necessary if the General Meeting is adjourned for less than thirty (30) days.
  3. The Society must give notice when a General Meeting is adjourned for thirty (30) days or more. Notice must be the same as for any General Meeting.

5.3.5. Voting

  1. Each Voting Member has one (1) vote. A show of hands decides every vote at every General Meeting. A ballot is used if at least five (5) voting Members request it.
  2. The President does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated.
  3. A Voting Member may not vote by proxy.
  4. A majority of the votes of the Voting Members present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution.
  5. The President declares a resolution carried or lost. The statement is final, and does not have to include the number of votes for and against the resolution.
  6. In the case of a ballot vote, the President or the presiding officer may set the method for a ballot vote. The result of the ballot is the resolution of the General Meeting.
  7. Members may withdraw their request for a ballot.
  8. The President decides any dispute on any vote. The President decides in good faith, and this decision is final.

5.3.6. Failure to Give Notice of Meeting

No Action taken at a General Meeting is invalid due to:

  1. Accidental omission to give any notice to any member;
  2. Any Member not receiving any notice; or
  3. Any error in any notice that does not affect the meaning of the substance of the notice.

 

ARTICLE 6 – THE GOVERNMENT OF THE SOCIETY

6.1 The Board of Directors

6.1.1. Governance and Management of the Society

The Board governs and manages the affairs of the Society. The Board may hire a paid administrator to be called the Executive Director, or such other title as the Board may from time to time establish, to carry out the management functions under the direction and supervision of the Board.

6.1.2. Powers and Duties of the Board

The Board has the powers of a Society with such restrictions as may be imposed form time to time in the Societies Act. The powers and duties of the Board include:

  1. Promoting the objects of the Society;
  2. Promoting membership in the Society;
  3. Hiring employees, to operate the Society;
  4. Regulating employees' duties and setting their salaries;
  5. Maintaining and protecting the Society's assets and property;
  6. Approving an annual budget for the Society;
  7. Paying all expenses for operating and managing the Society;
  8. Paying persons for services and protecting persons from debts of the Society;
  9. Investing any extra monies;
  10. Financing the operations of the Society, and borrowing or raising monies;
  11. Making policies for managing and operating the Society;
  12. Approving all contracts for the Society;

(m)  Maintaining all accounts and financial records of the Society;

  1. Appointing legal counsel as necessary;
  2. Making policies, rules, and regulations for operating the Society and using its facilities and assets;
  3. Selling, disposing of, or mortgaging any or all of the property of the Society; and
  4. Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or to the Executive Director.

6.1.3. Composition of the Board

The Board consists of

  1. The President, the Vice-President, the Treasurer and the Secretary; and
  2. A minimum of six (6) and a maximum of fourteen (14) Directors-at-large to be elected by the Voting Members.

6.1.4. Election of the Directors and the President

  1. Voting Members of the Society will elect the President, the Vice-President, Secretary, and the Treasurer and six (6) to fourteen (14) Directors-at-large.
  2. Election of the Board of Directors and President may be done by mail, email or any method the Board of Directors considers economical, efficient and secure in order that all members have the opportunity to vote.
  3. The President, the Vice-President, Secretary, the Treasurer and Directors-at-large will be elected for a two year term.
    1. The President and the Secretary will be elected in odd years, for a two-year term. The Vice-President and Treasurer will be elected in even years for a two (2) year term. This alternating process is to commence at the Annual General Meeting to be held in 2003. President and the Secretary will be elected in odd years meaning 2003, 2005, 2007, 2009, etc. for a 2-year term & Vice-President and Treasurer will be elected in even years meaning 2004, 2006, 2008, 2010, etc. for a 2-year term.

6.1.5 Resignation, Death, or Removal of a Director

  1. A Director including the President may resign from office by giving resignation takes effect either at the end of the month's notice, or on the date the Board accepts the resignation.
  2. Voting Members may remove a member of the Executive Committee including the President before the end of his term. There must be a majority vote at a Special General Meeting called for this purpose.
  3. A vote of three quarters of the Board of Directors may remove a Director at Large from office if they:

aa) if the director fails to perform their duty in a reasonably diligent manner;

bb) if the director has failed to abide by the Bylaws;

cc) if the director has been disloyal to the Society;

dd) if the director has disrupted meetings or functions of the Society; or

ee) if the director has done or failed to do anything judged to be harmful to the Society.

  1. If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term.

6.1.6. Meetings of the Board

  1. The Board holds at least six (6) meetings each year.
  2. The President calls the meetings. The President also calls a meeting if any two (2) Directors make a request in writing and state the business for the meeting.
  3. Ten (10) days' notice for Board meetings is mailed to each Board Member. There may be five (5) days' notice by telephone or fax. Board Members may waive notice.
  4. A majority of the Directors present at any Board Meeting is a quorum.
  5. If there is no quorum, the President adjourns the meeting to the same time, place, and day of the following week. At least five (5) Directors present at this later meeting is a quorum.
  6. Each Director, including the President and the Past President, has one (1) vote.
  7. The President does not have a second or casting vote in the case of a tie vote. A tie vote means the motion is defeated.
  8. Meetings of the Board are open to Members of the Society, but only Directors may vote. A majority of the Directors present may require any other Members, or other persons present, to leave.
  9. All Directors may agree to and sign a resolution. This resolution is as valid as one passed at any Board meeting. It is not necessary to give notice or to call a Board meeting. The date on the resolution is the date it is passed.
  10. A meeting of the Board may be held by a conference call. Directors who participate in this call are considered present for the meeting.
  11. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
  12. A Director may waive formal notice of a meeting.

6.2 Officers

6.2.1. The Officers of the Society are the President, Vice-President, Secretary and Treasurer.

6.2.2. The Officers hold office until re-elected or until a successor is elected.

6.3 Duties of the Officers of the Society

6.3.1. The President:

  1. Supervises the affairs of the Board;
  2. When present, chairs all meetings of the Society, the Board and the Executive Committee.
  3. Is and ex officio member of all Committees;
  4. Acts as the spokesperson for the Society;
  5. Chairs the Executive Committee; and
  6. Carries out other duties assigned by the Board.

6.3.4. The Vice-President:

  1. Presides at meetings in the President's absence. If the Vice-President is absent, the Directors elect a Chairperson for the meeting;
  2. Replaces the President at various functions when asked to do so by the President or the Board;
  3. Is a member of the Executive Committee; and
  4. Carries out other duties assigned by the Board.

6.3.5. The Secretary:

  1. Attends all meetings of the Society, the Board and Executive Committee:
  2. Is a Member of the Executive Committee;
  3. Keeps accurate minutes of those meetings;
  4. Makes sure all notices of various meetings are sent;
  5. Carries out other duties assigned by the Board.

6.3.6 The Treasurer:

  1. Makes sure all monies paid to the Society are deposited in a chartered bank, treasury branch or trust company chosen by the Board;
  2. Makes sure a detailed account of revenues and expenditures is presented to the Board as requested;
  3. Makes sure an audited statement of the financial position of the Society is prepared and presented to the Annual General Meeting;
  4. Is a member of the Executive Committee; and
  5. Carries out other duties assigned by the Board.

6.4 Board Committees

6.4.1. Establishing Committee

The Board may appoint committees to advise the Board.

6.4.2. General Procedures for Committees

  1. A Board Member chairs each committee created by the Board.
  2. The Chairperson calls committee meetings. Each committee:
    1. Records minutes of its meetings;
    2. Distributes these minutes to the committee members and to the Chairpersons of all other Committees;
    3. Provides reports to each Board meeting at the Board's request.
    4. Two (2) days' notice is mailed or delivered to each member of the Committee. The notice states the date, place and time of the Committee meeting. Committee members may waive notice.
    5. A majority of the Committee members present at a meeting is a quorum.
    6. Each member of the Committee, including the Chairperson, has one (1) vote at the Committee meeting. The Chairperson does not have a casting vote in case of a tie. In case of a tie, the motions are defeated.

6.5 Standing Committees

The Board establishes these standing committees:

  1. Executive Committee;
  2. Athletic Development Committee;
  3. Technical Committee;
  4. Finance Committee;

and such other committees as the Board deems necessary.

Except for the Executive Committee, the other Committees of the Board may be changed or altered by the Board so as to meet the then requirements of the Society.

6.5.1. The Executive Committee

  1. Consists of the President, Vice-President, Secretary and Treasurer.
  2. Is responsible for:
    1. Planning agendas for Board meetings;
    2. Carrying out emergency and unusual business between Board meetings;
    3. Reporting to the Board on actions taken between Board meetings;
    4. Carrying out other duties as assigned by the Board.
    5. Meets as required to carry out its responsibilities. The meetings are called by the President or on the request of any two (2) other Officers. They must request the President in writing by mail, fax or email to call a meeting and state the business of the meeting.
    6. All Officers may agree to and sign a resolution. This resolution is as valid as one passed at an Executive committee meeting. It is not necessary to give notice or to call a meeting of the Executive Committee. The date on the resolution is the date it is passed.
    7. A meeting of the Executive committee may be held by a conference call. Officers who participate in this call are considered present for the meeting.
    8. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee.
    9. An Officer may waive formal notice of a meeting.

6.6 The Executive Director

6.6.1. The Board may hire and Executive Director to carry out assigned duties.

6.6.2. The Executive Director reports to and is responsible to the Board, and acts as an advisor to the Board and to all Board Committees. The Executive Director does not vote at any meetings.

6.6.3. The Executive Director acts as the administrative officer of the Board in:

  1. Attending Society, Board, and other meetings, as required;
  2. Hiring, supervising, evaluations and releasing all other paid staff;
  3. Interpreting and applying the Board's policies;
  4. Keeping the Board informed about the affairs of the Society;
  5. Maintaining the Society's books
  6. Preparing budgets for Board approval;
  7. Planning programs and services based on the Board's priorities;
  8. Has charge of the Board's correspondence;
  9. Makes sure a record of names and addresses of all members of the Society is kept;
  10. Makes sure annual fees are collected and deposited;
  11. Keeps the Seal of the Society;
  12. Is an ex officio member of all Committees;

(m)  Files the annual return, changes in the Directors of organizations, amendments in the bylaws and other incorporating documents with the Corporate Registry.

  1. Carrying out other duties assigned by the Board.

 

ARTICLE 7 – FINANCE AND OTHER MANAGEMENT MATTERS

7.1 The Registered Office

The Registered Office of the Society is located in Edmonton, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board.

7.2 Finance and Auditing

7.2.1. The fiscal year of the Society ends on the 31st of March each year.

7.2.2. There must be an audit of the books, accounts and records of the Society at least once each year. A qualified accountant appointed at each Annual General Meeting must do this audit. At each Annual General Meeting of the Society, the auditor submits a complete statement of the books for the previous year.

7.3. Seal of the Society

7.3.1. The Board may adopt a seal as the Seal of the Society.

7.3.2. The Secretary has control and custody of the seal, unless the Board decides otherwise.

7.3.3. The Seal of the Society can only be used by Officers authorized by the Board. The Board must pass a motion to name the Officers authorized to use the seal of the Society.

7.4. Cheques and Contracts of the Society

7.4.1. Officers designated by the Board must sign all cheques drawn on the monies of the Society. Two signatures are required on all cheques. The Board may authorize the Executive Director to sign cheques for certain amounts and circumstances. The Executive Director may not sign his own pay cheque.

7.4.2. All contracts of the Society must be signed by the Officers or other persons authorized to do so by resolution of the Board.

7.5. The Keeping and Inspection of the Books and Records of the Society

7.5.1. The Secretary keeps a copy of the Minute Books and records minutes of all meetings of the Members and of the Board.

7.5.2. The Secretary keeps the original Minute Books at the Registered Office of the Society. This record contains minutes from all meeting of the Society, the Board, the Executive Committee, and all other Board committees.

7.5.3. The Board keeps and files all necessary books and records of the Society as required by the Bylaws, the Societies Act, or any other statute or laws.

7.5.4. A member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of the member's intention to do so.

7.5.5. Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by the Society, during normal business hours.

7.5.6. All financial records of the Society are open for such inspection by the Members.

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

7.6. Borrowing Powers

7.6.1. The Society may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security.

7.6.2. The Society may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Society.

7.8 Payments

7.8.1 No Member, Director or Officer of the Society receives any payment for his services as a Member, Director or Officer.

7.8.2. Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval.

7.9 Protection and Indemnity of Directors and Officers

7.9.1. Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.

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

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

 

ARTICLE 8 – AMENDING THE BYLAWS

8.1. These Bylaws may be cancelled, altered or added to by a Special Resolution at any Annual General or Special General Meeting of the Society.

8.2. The twenty-one (21) days' notice of the Annual General or Special General Meeting of the Society must include details of the proposed resolution to change the Bylaws.

8.3 The amended bylaws take effect after approval of the Special Resolution at the Annual General Meeting or Special General Meeting and accepted by the Corporate Registry of Alberta.

 

ARTICLE 9 – DISTRIBUTING ASSETS AND DISSOLVING THE SOCIETY

9.1 The Society does not pay dividends or distribute its property among its Members.

9.2 If the Society is dissolved, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Special Resolution. In no event do any Members receive any assets of the Society.