BYLAWS BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The bylaws of the Society, being bylaws approved by Special Resolution on the 24 th day of April, 2013 are hereby repealed and replaced with the attached bylaws. 2. Any officer or director of the Society is hereby authorized and directed to execute all documents and to do all things as deemed necessary and appropriate for the implementation of this resolution. 1
COCHRANE AND AREA HUMANE SOCIETY SOCIETY BYLAWS NAME 1) Name: The name of the society shall be the Cochrane and Area Humane Society, hereinafter referred as the Society or CAHS. STRUCTURE, REGISTERED OFFICE 2) Structure: CAHS will be registered as a society under the Societies Act RSA 2000, c s-14, as amended (the Act ), and shall be registered as a charitable organization with the Canada Revenue Agency. 3) Registered Office: The Registered Office of the Society shall be in the Province of Alberta at such place as the Board may from time to time determine. MEMBERSHIP 4) Fees and Classes: Membership fees and classes of Membership in the Society shall be determined, from time to time, by a Special Resolution of the Members at an Annual General Meeting or Special Meeting. Membership classes include Individual, Senior, Family, Business, and Individual Lifetime. All memberships shall be valid for the term specified for each class of membership. 5) Withdrawal: Any Member wishing to withdraw from membership in the Society may do so upon providing written notice to the Board through its Secretary. 6) Eligibility: Any adult individual and minor child, if part of a Family Membership, may become a Member of the Society upon payment of the Membership fee of the chosen class. 7) Removal: Any Member may be removed from membership in the Society, and refused future membership, upon a two-thirds vote of the Board for behavior deemed to bring disrespect or disrepute to CAHS, or to be contrary to the mission and objectives of the Society. 8) Rights and Privileges of Members: A Member in good standing is entitled to: (a) Vote at the Society s Annual General Meeting and special meetings. All Membership classes may cast one vote per Member at the Society s Annual General Meeting and special meetings with the exception of the Family Membership which may cast two votes for each Family Membership; and (b) Exercise such other rights and privileges given to Members in these bylaws. BOARD OF DIRECTORS 2
9) Definitions: Board of Directors, or Board, shall mean the Board of Directors of the Society. 10) Number and Eligibility: The Board shall be comprised of a minimum of three (3) Members and a maximum of fifteen (15) Members (the Directors ), all of who must be Members in good standing and be eighteen (18) years of age or older. 11) Election/Appointment: Up to ten (10) Members may be elected as Directors by the Members at an Annual General Meeting. Up to an additional five (5) Members may be appointed as Directors at the Board s discretion. Any Members appointed as Directors at the discretion of the Board shall be submitted to the Members for ratification at the next Annual General Meeting. 12) Term: The term of each Director shall be for two (2) years. Director terms shall expire at the second Annual General Meeting following the date of such Director s election or appointment. 13) Number of Terms: No Director shall serve more than three (3) consecutive two-year terms. Any Director reaching the maximum number of consecutive terms shall be restricted from standing for election to a position on the Board for a period of one (1) year. 14) Attendance Requirement: The absence of any Director from three (3) of the previous six (6) meetings of the Board during their term as a Director may, at the Board s discretion, be asked to resign and be restricted from standing for election to a position on the Board for a period of one (1) year following their resignation. 15) Consents: A person appointed or elected a Director becomes a Director if they were present at the meeting when being appointed or elected and did not refuse the appointment. A person who was not present at the meeting at which they were appointed or elected may become a Director if they consent in writing to act as a Director prior to such appointment or election, or within ten days after such appointment or election. 16) Authority: The Board shall, subject to the bylaws and any resolutions approved by a vote of the Members at any properly called and constituted meeting of the Members, have full control and management of the affairs of the Society. 17) Meetings: 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 meeting of the Board may be called upon the request of any two Directors, which request shall be provided to the Chairperson and shall state the business to be brought before the meeting. Upon receiving such request, the Chairperson shall call a meeting of the Board within a reasonable period of time, not to exceed thirty (30) days. 18) Quorum: Fifty percent (50%) of the Board of Directors shall constitute a quorum. 19) Lack of Quorum and Ratification: Any business transacted at meetings where a quorum was not present shall be null and void unless ratified at the next meeting of the Board at which a quorum is present. 20) Vacancies: Any vacancy occurring during the year may be filled by appointment by the Board. 3
21) Removal: Upon a vote approved by two-thirds of the existing Board of Directors, any Director may be removed from the Board of Directors at any time for failure to comply with the Directors Code of Conduct & Ethics. 22) Remuneration: No Director of the Society shall receive any remuneration for his/her services as a Director. OFFICERS 23) Officers: At the first Board of Directors meeting after the Annual General Meeting, the Board shall appoint, by majority vote, Directors to be the Officers of the Society, namely a Chairperson, a Vice-Chairperson, a Secretary, and a Treasurer. One person may fill the Office of the Secretary and Treasurer, if the Board so decides. 24) Term: Each Officer shall be appointed by the Board for a period of one (1) year and may be appointed for additional terms so long as they remain a Director. 25) Removal and Appointment of Officers: Any Officer, upon a majority vote of all of the Directors, may be removed from their Office. The Board may upon a majority vote of all of the Directors, at any time appoint Directors to fill any vacant Officer positions. 26) Remuneration: No Officer of the Society shall receive any remuneration for his/her services as an Officer. 27) Chairperson: The Chairperson shall, when present, preside at all meetings of the Society and of the Board, and shall be an ex-officio member of all Board committees. 28) Vice-Chairperson: In the absence of the Chairperson, the Vice-Chairperson shall preside at any meetings of the Society and of the Board. 29) Appointment of acting Chairperson where Chairperson and Vice-Chairperson Not Present: In the absence of the Chairperson and the Vice-Chairperson, an acting chairperson may be elected at any meeting of the Society or of the Board to preside and act as Chairperson at such meeting. 30) Secretary: The Secretary shall attend all meetings of the Society and of the Board and shall keep accurate minutes of the same. In case of the absence of the Secretary, an acting Secretary for such meeting shall be appointed by the Chairperson. The Secretary shall have charge of all the correspondence of the Society; shall keep custody and authorize the use of the seal of the Society; shall keep a record of all the Members of the society and their addresses; send all notices of the various meetings as required; and review the annual dues or assessments levied by the Society and collected by the Executive Director or the Executive Director s delegate. 31) Treasurer: The Treasurer shall receive all monies paid to the Society and be responsible for the deposit of same, in whatever Bank, Trust Company, Credit Union or Treasury Branch and shall properly account for the funds of the Society and keep such books as may be directed by the Board. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a 4
duly audited statement of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society. AUDITS 32) Annual Audit: The books, accounts and records of the Society shall be audited at least once each year by a duly qualified accountant, and a complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at each Annual General Meeting of the Society. 33) Fiscal Year: The fiscal year of the Society in each year shall end December 31. 34) Right to Inspect: The books and records of the Society may be inspected by any Member of the Society at the Annual General Meeting or at the Registered Office during regular business hours upon giving reasonable notice and arranging a time satisfactory to the Officer or Officers having charge of same. Each Director shall at all times have access to such books and records. ANNUAL GENERAL MEETINGS, SPECIAL MEETINGS AND OTHER MEETINGS OF THE MEMBERS 35) Annual General Meetings: The Society shall hold an Annual General Meeting on or before April 30 in each year, to elect Directors, appoint the auditors and receive the audited Financial Statements. Other business may be presented to any Annual General Meeting by direction of the Board or petition by Members. 36) Special Meetings: Where the business to be conducted at any meeting of the Members includes the consideration of a Special Resolution as defined under the Act, such meeting shall constitute a Special Meeting. An Annual General Meeting may, where the business of such meeting includes the consideration of a Special Resolution, also constitute a Special Meeting. 37) Calling of Additional Meetings: Additional meetings of the Society may be called at any time by the Secretary upon the instructions of the Chairperson or Board or upon receipt of a petition signed by at least one-third (1/3) of the Members in good standing. Any such petition shall set forth in adequate detail proper reasons for calling the meeting. 38) Notice of Annual General Meetings, Special Meetings and Additional Meetings: Written notice of all Annual General Meetings, Special Meetings and Additional Meetings shall be provided to the Members at least twenty-one (21) days prior to the date of such Meeting. Such notice shall set out the date, time, place and agenda for the meeting. 39) Address for Meeting Notices: Notices of all Annual General Meetings, Special Meetings and Additional Meetings will be communicated to the Members in writing by ordinary mail and/or electronically at the addresses, including electronic communication addresses, maintained in the records of the Society. 40) Quorum: Ten (10) Members in good standing shall constitute a quorum at any Annual General Meeting, Special Meeting or Additional Meeting of the Members of the Society. If a quorum is present at the beginning of a meeting, the meeting is properly constituted notwithstanding that a quorum does not remain present prior to termination of the meeting. 5
41) Voting: Any Member who has been a Member in good standing for not less than ninety (90) days shall have the right to one vote at any meeting of the Society. Such votes must be cast in person. 42) Votes to Govern: At any meeting of Members, unless a Special Resolution is required, all questions shall be decided by the majority of votes cast on the question. Matters required to be passed as a Special Resolution under the Bylaws or the Act shall be decided by approval of not less than seventy-five percent (75%) of the votes cast on the question. NO REMUNERATION OF MEMBERS 43) Remuneration of Members: No Member of the Society shall receive any remuneration for his/her services to the Society based solely on the Member s services as a Member. BORROWING POWERS 44) Borrowing Powers: (a) For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in any manner it thinks fit (any such being a Loan ), and in particular by the issue of debentures (any such being a Debenture Loan ). (b) A Loan may be entered into upon the authorization of a majority of the Board of Directors. (c) A Debenture Loan shall only be entered into upon the sanction of a Special Resolution of the Members of the Society. EXECUTIVE DIRECTOR 45) Executive Director: The Executive Director shall be a salaried employee of CAHS, retained by and reporting to the Board. 46) Responsibilities: The Executive Director shall be responsible for fund-raising, hiring of staff and daily management of CAHS within the constraints of a Board approved budget, and any other duties as the Board may direct. AMENDING THE BYLAWS 47) Amendments: The Bylaws may be rescinded, altered or added to by a Special Resolution passed by not less than seventy-five percent (75%) of such Members entitled to vote and as are present at an Annual General Meeting or Special Meeting of the Society. 48) Effective Date: The amended bylaws shall take effect following approval of the Special Resolution at the Annual General Meeting or Special Meeting and acceptance by Corporate Registry of Alberta. 6
SOCIETIES ACT 49) Societies Act: In the event that any of these By-Laws conflict with the provisions of the Societies Act, RSA 2000, c s-14, as amended, the Societies Act shall prevail to the extent of the conflict. 7