Bylaws
INTERNATIONAL ASSOCIATION OF CANADIANS FOR A CIVIL SOCIETY
(filed April 20, 2010, Registry of Corporations, Province of Alberta)
O/A: Canadians for a Civil Society
Article I Name
1.1 The name of the Society shall be
International Association of Citizens for a Civil Society
Article II Affiliation
2.1 The Society may become affiliated with other like societies and associations.
Article III Object
3.1 The object of the Society is to promote a civil society as defined and agreed by the membership and as stated in the application to form a Society
Article IV Membership
- Supports, promotes and subscribes to the Objectives of the Society.
- Makes an application
- Is accepted by the Executive
- Undertakes to comply with the Bylaws of the Society.
- a) A Member may resign by giving notice in writing or by electronic mail to the Board through the Secretary.
- b) A Member may be expelled from membership for any cause, (including non-payment of fees that may be imposed by the Society), which the society may deem reasonable upon a majority vote of all members of the society in good standing.
Article V Membership Fees
Article VI Voting Rights
6.1 Any member in good standing, who is in attendance at the meeting, may vote at any general, annual, or special meeting of the Society.
- a) Proxy votes will be accepted.
6.2 Associate and honorary members are not entitled to vote at any general, annual or special meeting of the Society.
6.3 Only members of the Executive in attendance may vote at a meeting of the Executive.
6.4 Honorary members (e.g. Honorary Society, etc.) in attendance at the Executive meetings will have voice and voting privileges.
Article VII Elections
7.1 The Executive Committee shall appoint a nominating committee with not more than three (3) members.
7.2 Subject to 7.3, the Nominating Committee shall compile and present to the Annual General Meeting a list of members who are in good standing and consent to serve as nominees to the Executive.
7.3 No person may serve
- a) more than two consecutive 3-year terms as president
- b) more than three consecutive terms as a member of the Executive. Persons serving in the positions of President, Past President and Vice President may require more than the above mentioned 3 years in order to complete their term of office.
7.4 Election shall be conducted at the Annual General Meeting following the report of the nominating committee
Article VIII Executive
8.1 The Executive shall consist of the officers (see Article IX) and not more than 9 directors.
8.2 If any position on the Executive becomes vacant during a term of office, the Executive may appoint a member in good standing to serve the unexpired portion of the term.
8.3 A member of the Executive may be removed from office by resolution of the Executive for conduct unbecoming or failure in carrying out expected assigned duties.
8.4 A member of the Executive will cease to hold office if the member misses three consecutive meetings of the Executive, unless approved by resolution of the Executive prior to the conclusion of the third meeting.
8.5 A quorum shall consist of three members of the Executive.
8.6 The Executive is responsible for developing and evaluating plans, programs policies and generally managing the affairs of the Society.
8.7 The Executive shall establish and prescribe the terms of reference for any committee. It may appoint as committee members:
- Executive members
- Members
- Other persons, or
- Any combination of the above.
Article IX Officers
9.1 The Officers of the Society are the President, the immediate Past President, Vice President, Secretary, Treasurer and Program Chair
9.2 The Immediate Past President shall chair the Nominating Committee and may preside at any meeting in the absence of the President and Vice President.
9.3 The President is responsible for leading the activities of the Society and shall preside at the meetings of the Society and Executive.
9.4 The Vice President is responsible for any duties assigned by the President and, in the absence of the President, shall preside at all meetings of the Society and the Executive.
9.5 The Secretary shall ensure that;
- accurate minutes of all the meetings of the Society, Executive and any Committees are recorded,
- a current list of all membership is maintained,
- all Society correspondence is dealt with appropriately, and
- all records of the Society are kept safe
- the Society shall not have a corporate seal.
9.6 The Treasurer shall ensure that:
- accurate records of the Society’s financial affairs are maintained,
- all money belong to or held by the Society is deposited in a financial institution or invested in financial instruments approved by the Executive,
- a budget is presented for Executive approval before the end of each fiscal year for the following fiscal year.
- monthly and annual financial statements are prepared.
9.7 The Program Chair shall ensure that a stimulating and informative program related to the Society’s objects is arranged in consultation with the President and the Executive Committee.
Article X Remuneration
10.1 No officer, director or member of the association shall receive any remuneration for service unless authorized at any meeting and after notice of motion shall have been given.
Article XI Membership Meetings
11.1 General Meetings of the Society shall be held at least once a year, at a time and location determined by the Executive.
11.2 Any general meeting of the Members may be designated as the Annual General Meeting which will include a report on activities during the year and the election of the next year’s Executive Committee.
11.3 A Special Meeting of the Society shall be held to deal with specified business
- On the direction of the Executive
11.4 A minimum of twenty-one (21) days written notice of the General Meeting and of a Special Meeting shall be given to all Members. Written notice may be through e-mail or Fax or simply through Canada Post mail.
11.5 The quorum for any general meeting or special meeting shall be 50 per cent of the total number of members as on the date of mailing the notice.
Article XII Signing Authority
12.1 After they are approved, the person presiding at the meeting and the person who recorded the minutes shall sign the minutes of all meetings.
12.2 Any financial instrument shall be signed by any one of the following: the President, the Secretary, the Treasurer.
Article XIII Financial Affairs
13.1 The fiscal year of the Society shall be January 1 to December 31.
13.2 The Executive will appoint a person who is not a member of the Executive to review audit financial records and the financial statements annually to be presented by the Treasurer at the Annual General Meeting.
13.3 The Executive shall have no power to borrow on behalf of the Society without the approval of a majority of Members at a Special Meeting as per article 11.3
13.4 The Executive shall have the power to hire employees and sign contracts to perform specific tasks.
Article XIV Amendments
14.1 Written notice of a proposed amendment of these bylaws shall be provided to each member of the Society by mail post-marked not less than twenty-on (21) days before the meeting at which amendment is to be proposed.
14.2 An amendment to the bylaws shall be proposed as a Special Resolution.
14.3 An amendment to the bylaws shall require 75 percent majority of the Members of the Society present voting by proxy or electronic media at an Annual General Meeting in favour of the amendment
Article XV Auditing
15.1 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.
15.2 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.
15.3 The fiscal year of the society in each year shall be January 1 to December 31.
15.4 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 given reasonable days’ notice and arrange a time satisfactory to the officer or officers having charge of them. Each member of the Board shall at all times have access to such books and records