By-Laws

Registered - October  2003

Revised - August 2004, November 2004, November 2008, November 19 2009, February 18 2010, February 2012, March 10 2016

These are the by-laws of the Southwest Alberta Sustainable Community Initiative Centre, which shall hereinafter be referred to as SASCI.

Membership

1.  Membership in SASCI is open to any agency, department, organization, company, individual, or group of individuals that or who have an interest in the economic, environmental, and social sustainability of southwest Alberta, and that or who share the vision of SASCI.

2.  Membership in SASCI is renewable annually in each calendar year, upon payment of the membership fee, which is established from time to time by the Board.

3.  Any member wishing to withdraw from membership may do so by providing written notice to the Board through the Secretary.

4.  Any member in arrears for fees for any year shall be automatically suspended at the expiration of six months from the end of such year, and shall thereafter be entitled to no membership privileges or powers in the society until reinstated.  Any member, upon a majority vote of all members in good standing, may be expelled from membership for any cause the society may deem reasonable.

5.  Individual members (or, in the case where membership is held by an agency, department, organization, company, or group of individuals, a designated representative of the member) in good standing may vote at the Annual General Meeting and at any duly constituted meeting of the membership.

6.  Any individual member (or, in the case where membership is held by an agency, department, organization, company, or group of individuals, a designated representative of the member) in good standing may be elected by the membership to the Board of Directors or any office in the society. 

Board of Directors

7.  The Board shall consist of a maximum of 12 Directors.  The Directors shall have full control and management of the affairs of the society.  

8.  Any member in good standing of SASCI may be elected by the membership to one of the twelve positions on the Board.  Nominations must be received by the SASCI Board no later than one week prior to the Annual General Meeting.  No nominations will be accepted from the floor at the Annual General Meeting.  Nominees must be accepted by a simple majority vote of the existing Board of Directors.  Director elections will take place at the Annual General Meeting, from the list of accepted nominees.  A member elected a Director becomes a Director if they were present at the meeting when being elected, and did not refuse the appointment.  They may also become a Director if they were not present at the meeting but consented in writing to act as Director before the election, or within ten days after the election, or if they acted as a Director pursuant to the election.  Directors so elected shall serve until their successors are elected and installed.  A vacant Board position may be filled by appointment at any regular Board meeting by the Board for the balance of the term of the position until the next election of Directors. 

9.  Each Director is expected to be able to understand and consider diverse issues, concerns, and perspectives relevant to the economic, environmental, and/or social sustainability of the community.  From time to time, the Board may consult other stakeholders to enhance the Board’s understanding of community views on a specific issue.

10.  Any Director upon a majority vote of all members in good standing, or a two-thirds majority vote of the Board of Directors, may be removed from office for any cause that the society may deem reasonable.

Board Meetings

11.  Motions pass on a majority vote; the Chairperson has one vote.  A tie defeats the motion.  If a Director is absent for a vote, he/she may assign a proxy to any individual in accordance with the society's policies.

12.  The Board shall, subject to the by-laws or directions given it by majority vote at any meeting of the membership properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the Chairperson.  A special meeting may be called on the instructions of any two members provided they request the Chairperson in writing to call such meeting, and state the business to be brought before the meeting.  Meetings of the Board shall be called by notice to Directors in writing by mail ten days or by fax, telephone, or e-mail three days prior to the date of the meeting.  Fifty percent of existing Directors shall constitute a quorum, and meetings ,may be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting are ratified at the next regularly called meeting of the Board; otherwise, they shall be null and void. 

Officers of the Board

13.  Immediately following each Annual General Meeting (or if an office becomes vacant), the Directors shall elect the officers of the Board, including the Chairperson, Vice-Chairperson, and Secretary/Treasurer.  Any officer may be removed by a two-thirds vote of the Board of Directors.

Chairperson & Vice-Chairperson

14.  The Chairperson shall be ex officio a member of all Committees.   He/she shall, when present, preside at all meetings of the society and of the Board.  In his/her absence, the Vice-Chairperson shall preside at any such meetings.  In the absence of both, a chairperson may be elected at the meeting to preside.

Secretary & Treasurer

15.  It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and ensure accurate minutes of the same.  He/she shall have charge of the Seal of the society, which whenever used shall be authenticated by the signature of the Secretary and the Chairperson, or, in the case of the death or inability of either to act, by the Vice-Chairperson.  In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board.  The Secretary shall have charge of all the correspondence of the society and be under the direction of the Chairperson and the Board.

16.  The Secretary shall be responsible for keeping a record of all the members of the society and their addresses, sending all notices of the various meetings as required, and collecting and receiving the annual dues or assessments levied by the society.  Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union, or Treasury Branch as required.

17.  The Treasurer shall be responsible for receiving all monies paid to the society and for the deposit of same in whatever Bank, Trust Company, Credit Union, or Treasury Branch the Board may order.  He/she shall be responsible for properly accounting for the funds of the society and keeping such books as may be directed.  He/she shall be responsible for presenting a fully detailed account of receipts and disbursements to the Board whenever requested.  He/she shall also be responsible for preparing for submission to the Annual General Meeting a statement duly audited of the financial position of the society, and for submitting a copy of same to the Secretary for the records of the society.  

18.  The offices of the Secretary and Treasurer may be filled by one person.

Auditing

19.  The books, accounts, and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting.  A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the society.  The fiscal year-end of the society in each year shall be December 31^st.

20.  The books and records of the society may be inspected by any member of the society at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same.  Each member of the Board shall at all times have access to such books and records.

General Meetings

21.  This society shall hold an Annual General Meeting on or before May 31^st in each year, of which notice to each member in good standing shall be given in writing by mail fourteen days or by fax, telephone, or e-mail seven days prior to the date of the meeting. 

22.  General meetings of the society may be called at any time by the Secretary upon the instructions of the Chairperson or Board by notice to each member in good standing in writing by mail eight days or by fax, telephone, or e-mail three days prior to the date of such meeting.  A special meeting shall be called by the Chairperson or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be delivered to each member in good standing in writing by mail eight days or by fax, telephone, or e-mail three days prior to the date of the meeting.

23.  Ten percent of members in good standing shall constitute a quorum at any meeting of the membership.

24.  Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the membership.  Such votes must be made in person and not by proxy or otherwise.

Remuneration

25.  The society shall be carried on without purpose of gain for its members, and any profits or accretions to the society shall be used solely to promote its objectives. Unless authorized at any meeting and after notice for same shall have been given, no Director, officer, or member of the society shall receive any remuneration for his/her services.

Borrowing Powers

26.  For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.

By-Laws

27.  These by-laws may be rescinded, altered, or added to by a “Special Resolution”.