SYNERGY BYLAWS

1. The name of the Society is Synergy Youth and Community Development Society, referred to as the “Society.”

2. This document is the general bylaws of the Society.  These bylaws regulate the transaction of business and affairs of the Society

Membership

3. Any person residing in Alberta, may become a society member upon annual registration as a Society Volunteer and/or Program                Participant. Any member wishing to withdraw from membership may do so upon a notice to the Board through its Secretary.  Any              member upon a majority vote of all members of the Society in good standing may be expelled from membership for any cause which      the Society may deem reasonable.

 

President

4. The President shall be ex-officio a member of all Committees.  They shall, when present, preside at all meetings of the Society and of        the Board.  In their absence, the Vice-President shall preside at any such meetings.  In the absence of both, a chairperson may be          elected at the meeting to preside.

 

Board of Directors

5. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the Society.

 

6. The Board shall, subject to the bylaws or directions given it by majority vote at any meeting 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 President.  A special meeting may be called on the instructions of any two                 members provided they request the President in writing to call such meeting, and state the business to be brought before the                   meeting. 

 

7. Meetings of the Board shall be called by eight days’ notice sent either personally, by delivery, courier or by mail posted to such Board     Member’s Registered Address, or, where the Board Member has provided a fax number or e-mail address, by fax or e-mail,                       respectively. Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will be deemed to have been given on     the day it was so delivered or sent.  50% of the total number of elected Board members 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 shall be       ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

 

    The Board of Directors and Officers shall be appointed or elected, for a one-year term, by a majority vote of all members in good              standing.  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.  They may also become a director if they were not present at the meeting but consented       in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as       director pursuant to the appointment or election.  Vacancies may be filled at any time throughout the fiscal year through nomination by     any member and elected unanimously by the Board of Directors.

 

8. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the           Society may deem reasonable.

 

Secretary

9. It shall be the duty of the secretary to attend all meetings of the Society and of the Board, and to keep accurate minutes of the same.        They shall have charge of the Seal of the Society which whenever used shall be authenticated, unless otherwise authorized by                 resolution of the Board, by the signature of the Secretary and the President, or in the case of the death or inability of either to act, by         the Vice-President.  In case of the absence of the Secretary, their duties shall be discharged by such officer as may be appointed by       the Board.  The Secretary shall have charge of all correspondence of the Society and be under the direction of the President and the        Board.

 

    The Secretary shall also keep a record of all the members of the Society and their addresses, send all notices of the various meetings     as required, and collect and receive 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.  The Secretary will have staff       support to accomplish their duties.

 

Treasurer

10. 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 the Board may order.  They shall properly account for the funds of the Society and keep         such books as may be directed.  They shall present a full detailed account of receipts and disbursements to the Board whenever             requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the Society             and submit a copy of same to the Secretary for the records of the Society.  The Office of the Secretary and Treasurer may be filled by       one person if any annual meeting for the election of officers shall so decide.  The Treasurer will have staff support to accomplish their       duties.

 

Signing Authority

11. The Treasurer, Executive Director and a staff member assigned by the Executive Director will have signing authority on cheques with       two out of three signatures required.  If any of the prior are unable to fulfill their duties of signing authority, then another Board                   Member may be assigned signing authority on cheques upon majority vote of the Board. All Board Members, the Executive Director         and the staff member assigned by the Executive Director will have signing authority on funding applications, reports and contracts.          When two signatures are required, at least one will be a Board Member.

 

Committees of the Board

12. Committees shall be comprised of society members in good standing and include at least one Board Representative.  The                       Committees of the Board include but are not limited to Strategic Governance, Fund Development, Volunteer Engagement, Finance           and Policy and various Ad Hoc Committees as required.  Committee Members may attend Board Meetings in the capacity of                   Observer/Advisor and/or as requested by the Board of Directors to present a report or provide expert advice.  Committee Members         are not permitted to vote on Board motions and will be excused from the meeting during in camera discussions (legal, finance or             personnel). Committee Members are not required to attend Board meetings on a regular basis but must attend 90% of their                       respective Committee’s meeting, throughout the year, as dictated by that committee’s TOR.

Auditing

13. 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 any two members of the Society elected for that purpose by the Board.  A complete and proper statement of the           standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the Society.  The fiscal year         end of the society in each year shall be December 31st.

 

14. The books and records of the society may be inspected by any member of the Society at the Annual Meeting or at any time 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.

 

Meetings

15. This Society shall hold an Annual Meeting on or before May 31st in each year, of which 14 days’ notice prior to the meeting may be           sent by the Society to a Member either personally, by delivery, courier or by mail posted to such Member’s Registered Address, or,           where the Member has provided a fax number or e-mail address, by fax or e-mail, respectively. Any notice delivered personally, by           delivery or courier, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered. 

      At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and up to eight               directors.  The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed.          Any executive member (President, Vice President, Secretary, Treasurer) vacancy occurring during the year may be filled by                       appointment of the remaining Directors.  Such appointments shall be ratified at the next meeting of the Society members.  Any                 member in good standing shall be eligible to hold any office in the Society. A financial statement of income disbursement, assets and       liabilities, audited and signed by the society’s auditor shall be presented at this meeting.

 

16. General meetings of the Society may be called at any time by the Secretary upon the instructions of the President or Board by eight         days’ notice prior to the date of such meeting.  Notice of a General Meeting may be sent by the Society to a Member either                       personally, by delivery, courier or by mail posted to such Member’s Registered Address, or, where the Member has provided a fax           number or e-mail address, by fax or e-mail, respectively. Any notice delivered personally, by delivery or courier, facsimile, or                     electronic mail will be deemed to have been given on the day it was so delivered or sent. The accidental omission to give notice of a       General Meeting to a Member, or the non-receipt of notice by a Member, does not invalidate proceedings at that meeting.

 

17. A special meeting shall be called by the President 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 by eight days’ notice prior to the meeting.  Notice of       a special meeting will follow the guidelines outlined for Annual General Meetings in the Society’s Bylaws.

 

18. 50% of the total Board must be in attendance, for quorum, at all Board meetings including the Annual General Meeting.  Any Board         Member who misses three consecutive board meetings, without an authorized Leave of Absence from the President, will be                     automatically removed from the Board and notified in writing. 

Voting

19. 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 Society.  Such votes must be made in person and not by proxy or otherwise.  Members of the Society being the full            age of 18 are entitled to one vote per family at any meeting.  Families with more than one membership are entitled to one vote at any       meeting.

 

Remuneration

20. No officer, director or member of the Society shall receive any remuneration for their services. Specifically, no remuneration will be           given to any member of the Board

 

Borrowing Powers

21. 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.

 

Distributing Assets and Dissolving the Society

 

22. The Society does not pay any dividends or distribute its property among its officers, directors or members.

      If the Society is dissolved, any funds or assets remaining after paying all the debts are to be paid to a charitable organization with             objects similar to those of the Society.

      If the Society is dissolved, the Board of Directors will select the charitable organization to receive the assets by special resolution. In         no event do any Board Members receive any assets of the Society.

      No action will be taken which contravenes the provisions of the Societies Act (Alberta) or the Income Tax Act (Canada).

 

Bylaws

23. The Bylaws may be rescinded, altered or added to by a “Special Resolution”.