Article 1 Name

1.1 The name of the association is Association of Canadians for a Civil Society, which may also be referred to as Canadians for a Civil Society or “CCS”.

Article 2 Definitions

2.1 Act means the Societies Act R.S.A. 1980, Chapter S-18 as amended, or any statute substituted for it.

2.2 Bylaws means the Bylaws of Canadians for a Civil Society (CCS), or as amended.

2.3 Member means a member in good standing, who has paid the required membership fee and adheres to the objects and bylaws of CCS.

2.4 Voting Member is a member in good standing who is entitled to vote.

2.5 Board means the Board of Directors of CCS as defined in Article 5

2.6 Director means any person elected or appointed to the Board, including all Officers, of CCS as outlined in Article 5

2.7 Term of Office is the consecutive length of time a Director of CCS may serve on the Board, as outlined in Article 5.2.4

2.8 President means the Chief Elected Officer of CCS.

2.9 AGM means the Annual General Meeting described in Article 7.1

2.10 SGM means a Special General Meeting as described in Article 7.2

2.11 Special Resolution refers to a motion presented at the AGM or SGM, as defined in Articles 9.2 and 9.4.

2.12 The fiscal year of CSS is from January 1 to December 31 of any given year.

2.13 Registered Office means the registered office of CCS filed with the Alberta Corporate Registry.

Article 3 Objects

3.1 To educate the public on the pillars of a civil society: including respect, literacy, human rights, the rule of law and meaningful economic opportunities.

3.2 To promote a civil society and a culture of respect for human rights and gender equality through events, programs, and communications.

3.3 To provide funding support to civil society and human rights initiatives in the community in keeping with CCS objects.

3.4 To offer advice and recommendations, including participating in consultations regarding civil society and human rights to all levels of government and non-governmental organizations.

Article 4 Member Roles and Responsibilities

4.1 Membership Categories

4.1.1 Individual Membership

4.1.2 Life Membership, granted by the Board to members who have rendered distinguished service to the Association.

4.1.3 Honorary Membership, granted by the Board to non-members who have contributed to or performed exceptional beneficial service for the Association. No membership privileges are accorded to honorary members, except a welcome to attend AGM meetings without voting rights.

4.2 Individual Members must:

4.2.1 Support the Objects (as stated in Article 3) and Bylaws of the Association; 

4.2.2 be a resident of Alberta;

4.2.3 Provide payment of any Membership Fee(s) which may become due;

4.2.4 Confirm or purchase their membership prior to an AGM or SGM to be eligible to vote at the said Annual Meeting or Special Meeting.

4.3 Members shall be:

4.3.1 Entitled to one vote at all Special Meetings and Annual Meetings;

4.3.2 Eligible to stand for election as a Director or an Officer, as long as they are a resident of Alberta.

4.3.3 Employees of the Association are not eligible for Membership in the Association.

4.4 Membership Fees

4.4.1 Memberships may be purchased at any time and will expire the day after the next AGM at which the Member is eligible to vote;

4.4.2 Membership fees shall be determined by the Board. 

4.4.3 The Board may waive the fees for any Member(s).

4.5 Withdrawal from Membership

4.5.1 Any Member wishing to withdraw from the Membership may do so upon giving notice in writing to the Association through its secretary.

4.6 Revocation of Membership

4.6.1 Membership may be revoked at any time for any reasonable cause upon approval, by resolution, of three-quarters (3/4) of all the Directors.

4.6.2 In the situation where the Board considers revocation of membership, the member in question will be notified of the potential revocation and offered a hearing to address the matter. Should the member refuse or not appear at the time of hearing, the board may proceed with the revocation resolution.

4.6.3 If any Member should become an employee of the Association their Membership will terminate automatically upon their first day of employment.  

4.7 Member Liability

4.7.1 No Member is, in their individual capacity, liable for any debt or liability of the Association.

Article 5 Board of Directors Elections and Terms of Office

5.1 Board of Directors

5.1.1 The affairs of the Association shall be governed by a Board of between five (5) and thirteen (13) Directors. 

5.1.2 The governance of the Association shall be vested in the Board, except while an Annual or Special Meetings of the Association is in session.

5.1.3 Individual Members are eligible to be elected to the Board of Directors.

5.2 Election of Directors

5.2.1 The Members at each AGM shall fill the vacant positions on the Board by electing the required number of directors by formal resolution.

5.2.2 At each AGM the Governance Committee shall present a slate of preferred candidates for election to the Board of Directors.

5.2.3 The Board shall have power to fill vacancies of director or officer positions to complete a term, or until the next AGM, whichever is shorter.

5.3 Term

5.3.1 The Directors elected by voting Members shall serve for a term of two (2) years unless they are removed pursuant to Article 5.4. 

5.3.2 A Director may serve for a maximum of two (2) consecutive terms.  A Director’s term may be extended by another term by a vote at the organization’s AGM or SGM.

5.3.3. The Director vacating the position of President may serve one subsequent term of two (2) years as Past President, after which they may be elected as a Director by a vote at the AGM or SGM. 

5.3.4 A year shall be the period of time from one AGM to the AGM in the following calendar year.

5.4 Removal of Directors

The office of a Director shall be automatically vacated:

5.4.1 if the Director shall resign the office by delivering a written resignation to the Association;

5.4.2 if, at a properly constituted AGM or SGM of the members of the Association, a resolution, removing a Director from office, is passed by at least seventy-five percent (75%) of voting Members present;

5.4.3 on the death of a Director; or 

5.4.4 if the Director shall miss three (3) consecutive meetings of the Board without just cause as determined by the Board of Directors.

Article 6 Officers’ Appointments and Responsibilities

6.1.1. The Board, by resolution at the first meeting of the Board of Directors after the AGM, may elect Directors to serve for one (1) term as Officers: as President, Vice-President, Secretary and Treasurer. 

6.1.2 President: The President shall preside at meetings of the Association and the Board of Directors.

6.1.3 Vice-President shall assist the President as required and in the absence of the President the Vice-President shall preside at meetings of the Association and the Board of Directors.

6.1.4 Secretary: The Secretary shall ensure that records and accurate minutes of meetings of the Association and the Board or Directors are kept and maintained. The Secretary shall have custody and charge of the seal of the Association and whenever used shall be authenticated by the signature of the President and the Secretary.

6.1.5 Treasurer: The Treasurer shall be responsible for all monies of the Association and shall ensure that books are kept accordingly. The Treasurer shall ensure that there is prepared for submission to the AGM, duly audited financial statements of the last completed fiscal year for the Association.

6.1.6 Past President: The Past President will not be an officer but shall assist the President as required.

6.1.7 No person may serve more than two (2) consecutive 2-year terms as an Officer.  An Officer’s term may be extended by another term by a vote at the meeting of the Board of Directors.

6.1.8 The Directors and Officers shall serve without remuneration and shall not directly or indirectly receive any profit from the position. A director may be paid reasonable expenses in the performance of her or his duties. 

Article 7 Meeting Procedures and Requirements

7.1 Annual General Meetings (AGM)

7.1.1 Annually, the Association shall hold an AGM where the members shall elect the Board of Directors.

7.1.2 The AGM shall be called by providing ten (10) days’ notice in writing to the last known address of each Member prior to the meeting or by providing three (3) days’ notice given by email, telephone, or any other similar means of communication prior to the AGM.

7.1.3 Twenty percent of Voting Members as recorded in the records of the Association, shall constitute a quorum for the AGM.

7.1.4 Each Voting Member shall have the right to vote at the AGM of the Association as long as the Voting Member has been registered as a member for 90 days.

7.1.5 The Members may establish by resolution the rules of procedure to be followed at the AGM. Without limiting the foregoing, the Members may, by resolution, direct that votes be taken by secret ballot.

7.2 Special General Meetings (SGM)

7.2.1 Upon the written request setting forth the reasons for calling a SGM, signed by fifty percent (50%) of the Directors or at least twenty percent (20%) of the Members, the President shall call a Special Meeting of the Association within fifteen (15) days of the request.

7.2.2 The SGM shall be called by providing ten (10) days’ notice in writing to the last known address of each Member prior to the meeting or by providing three (3) days’ notice given by email, telephone, or any other similar means of communication prior to the meeting.

7.2.3 Twenty percent of Voting Members as recorded in the records of the Association, shall constitute a quorum for the SGM.

7.2.4 Each voting Member shall have the right to vote at any SGM.

7.2.5 The Members may establish by resolution the rules of procedure to be followed at the SGM. Without limiting the foregoing, the Members may, by resolution, direct that votes be taken by secret ballot.

7.3 Board Meetings

7.3.1 Meetings of the Board shall be held at such time and on such days as the President of the Association, or failing that, the Secretary of the Association may determine.

7.3.2 Meetings of the Board shall be called by providing ten days’ notice in writing mailed to each Director prior to the meeting or by providing three days’ notice given by email, telephone, or any similar means of communication prior to the meeting.

7.3.3 No less than fifty percent (50%) of the Directors elected and appointed shall constitute a quorum for the transaction of business at any meeting of the Board. Quorum shall apply to all regular and special meetings of the Board. In the absence of a quorum no motions may be entertained, and the meeting shall be rescheduled.

7.3.4 Questions arising at any meeting of the Board shall be decided by a majority of votes cast at that meeting. Each Director including the President has one vote. A tie vote means the motion is defeated.

7.3.5. Meetings of the Board are open to any Member of the Association, but only Directors may vote.

7.3.6 A resolution in writing signed by all the Directors personally, or confirmed by email, facsimile, or other similar method of communication from all Directors in accordance with the policies of the Association, shall be valid and effectual as if it had been passed at a meeting of the Board duly called and constituted.

7.3.7 Directors may participate in a meeting of the Board or its committees by means of telephone, computer or other communication facilities which permit all persons participating in the meeting to hear each other, and the Directors participating by those means are deemed to be present at the meeting.

7.3.8 The Directors may establish, by resolution, policies designed to address real or perceived conflicts between the interests of the Association and the interests of the directors, officers, members, and employees.

7.3.9 The Board of Directors may exercise its powers by and through committees as it may appoint from time to time.  A person is not required to be a member nor a director of the Association to be eligible to be appointed to any of the committees, but each committee shall include at least one director. 

7.3.10 The Board of Directors shall have the power and responsibility to create or terminate committees, task forces and working groups, to establish terms of reference, operating policies, and duties, determine membership, the chair, the frequency of meetings and the involvement of co-opted members and consultants.

7.3.11 The Board of Directors shall appoint a Governance Committee to be responsible for recruiting and mentoring new directors and officers to ensure the board has the right mix of skills, perspectives, and diversity to best meet the governance needs of CCS.

Article 8 Finances and Auditing

8.1 Finances

8.1.1 The fiscal year of the Association shall be January 1 to December 31.

8.1.2 The Board of Directors shall have no power to borrow on behalf of the Association without the approval of a majority of Members at a duly constituted AGM or SGM.

8.1.3 The Board of Directors shall have the power to hire employees or sign limited term contracts to perform specific tasks.

8.1.4 The Board of Directors shall, from time to time, designate the way documents, deeds, transfers, assignments, contracts, obligations, certificates, and other instruments shall be executed on behalf of the Association with signatures from two designated officers. All instruments so executed shall be binding upon the Association without further authorization or formality.

8.1.5 All cheques, drafts, or orders for the payment of money and all notes, acceptances, and bills of exchange shall be signed in such manner and by such officers of the Association as the Board may, from time to time, designated by resolution.

8.2 Auditing

8.2.1 The books, accounts and records of the Association shall be audited at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the AGM.

8.2.2 A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the AGM of the Association.

8.2.3 The books and records of the Association may be inspected by any member at the AGM or at any time upon given reasonable days’ notice and arrange a time satisfactory to the officer having charge of them.  Each member of the Board of Directors shall always have access to the books and records.

Article 9 Adoption and Amendment of Bylaws

9.1 Written notice of a proposed amendment of these bylaws shall be provided to each member of the Association by mail or by digital delivery, post-marked not less than fourteen (14) days before the meeting at which amendment is to be proposed.

9.2 An amendment to the bylaws shall be proposed as a Special Resolution.

9.3 An amendment to the bylaws shall require sixty-six (66) percent majority of the Members of the Association present voting by proxy or electronic media at an AGM or SGM in favour of the amendment.

9.4 These Bylaws may be amended, altered, added to, or rescinded by Special Resolution of the Association. Such changes to the Bylaws are not effective until such time as the changes have been accepted and registered by the Registrar under the Societies Act.

Article 10 Dissolution

10.1 In the event of dissolution of the Association, any funds originating from casino revenue remaining in the hands of the Association after the payment of all debts, liabilities and other obligations, shall be delivered to registered charitable organization(s) determined by the Board and which is acceptable pursuant to the terms of the casino license.

10.2 In the event of dissolution of the Association, any assets remaining after payment of all debts and liabilities shall be distributed, pursuant to the related terms of the assets, to recognized Alberta charitable organization(s) or non-profit organization(s) with purposes similar to those of the Association, as determined by a resolution of the members at a general meeting; and no part of the assets of the Association shall be distributed to or otherwise made available for the personal benefit of any member, director, officer, or employee of the Association.