SYNERGY BYLAWS

Membership

1. Any person residing in Alberta, may become a society member upon annual registration as a 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.1. 

President

2. The President 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-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

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

4. 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.

 

5. 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.

 

6. 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.

7. 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

8. 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. He/she 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, his/her 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

 

9. 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. He/she shall properly account for the funds of the Society and keep such books as may be directed. He/she 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

 

10. 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. All Board Members, the Executive Director and the staff member assigned by the Executive Director will have signing authority on funding application, reports and contracts. When two signatures are required, at least one will be a Board Member.

 

 

Committees of the Board

 

11. 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

 

12. 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 at the Annual 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 Meeting of the Society. The fiscal year end of the society in each year shall be December 31st.

 

13. 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

 

14. 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.

 

 

15. 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.

 

 

16. 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.

 

 

17. 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, will be automatically removed from the Board and notified in writing.

 

 

 

 

 

Voting

 

18. 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

 

19. No officer, director or member of the Society shall receive any remuneration for his/her services. Specifically, no remuneration will be given to any member of the Board of Director

 

Borrowing Powers

 

20. 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

 

21.

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

b. 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.

c. 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.

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

 

 

Bylaws

 

22. The Bylaws may be rescinded, altered or added to by

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