Bylaws

Raymond and District Agricultural Society Bylaws

 

Raymond and District Agricultural Society

Bylaws 29/November/2017

 

I. Definitions:

In these bylaws, 

a) Act means the Agricultural Societies Act of Alberta;
b) Audit means an examination and adjustment of accounts by an auditor;
c) Auditor means an individual who meets the requirements for preparation of the financial statement as per the regulation and is not a director of the Society;
d) Board means the board of directors of the Society;
e) Bylaws means the Bylaws of this Society as amended
f) Director means the Director as defined in the Act;
g) Emergency means an unforeseen event that prevents a person from attending or participating in meetings or events;
h) Executive Committee means the Past President, President, Vice President, and Treasurer of the Society;.
i) Extraordinary resolution means a resolution passed by a majority of not less than 2/3 of the votes cast at a general meeting of which not less than 14 days written notice specifying the intention to propose the resolution as an extraordinary resolution has been given;
j) Family means, parents, siblings and children, including spouse/common-law partner
k) Immediate family members mean related members of a family regardless of residence;
l) Real property means land, buildings on land, fences and fixtures.  Fixtures include shelves that are drilled into the wall
m) Society means the Raymond and District Agricultural Society

 

II. Objectives:

As stated in the Agricultural Societies Act of Alberta article three:  The object of a Society is to encourage improvement in agriculture, and in the quality of life of persons living in an agricultural community by developing programs, services and facilities based on needs in the agricultural  community 

Further specific objectives include, but shall not be limited to:

a) Develop facilities and programs that provide opportunities for families in our rural and urban communities to experience and understand our cultural heritage, by having fun promoting agricultural food production, entertainment and recreation to enjoy a healthy lifestyle;
b) Sponsor an annual Agricultural event.
c) Develop activities to encourage and interest youth in the work of Agricultural Societies
d) Support and cooperate with associations organized to improve farm production and to promote and encourage farm activities and safety to enrich rural life;
e) Manage and operate agricultural/recreational facilities
f) Purchase land when deemed desirable and appropriate to fulfill the objects and operations of the Society
III. Annual General Meetings:
1.  Annual general meetings of the Society must occur, within 75 days after the conclusion of each fiscal year of the Society, and be held on a day and at an hour and place decided by the Board.
2. The primary purpose of the annual meeting of the Society is to do the following:
a.  To review and approve financial statements and other pertinent reports;
b.  To elect Directors
3. The following shall be the order of business at annual meetings of the Society:
a.  Call to order
b.  Determination of quorum
c.  Reading minutes of the previous annual general meeting;
d.  Addresses and reports of officers;
e.  Reports of committees;
f.  Unfinished business;
g.  New business;
h.  Addresses and discussions;
i.  Election of directors;
j.  Adjournment
4. The directors shall present to the annual meeting the following reports and statements relating to the Societys financial year that has just ended:
a.  A report of the directors activities in that year;
b.  A list of members of the Society at the end of that year;
c.  A financial statement prepared in accordance with the regulations;
d.  A report listing and giving a brief description of each activity carried out by the Society in that year
5. All reports of officers and Committees will be provided in a written format at least 5 business days prior to the annual general meeting to the Secretary (or designate). Reports shall be prepared using word processing software and may be submitted as a hardcopy or an electronic document via email to the Secretary (or designate).

 

IIII. Special Meetings:
1.   A special general meeting of the Society may be called at any time by the Board when the Board considers it necessary or advisable.
2.   The Board must call a special general meeting of the Society when requested to do so by at least 10 of the members 
3.   A request under subsection IV (2) must be in writing and state clearly the nature of the business to be transacted at the meeting
4.  Where the Board receives a request in accordance with subsections IV(2) and IV(3),
a.  If the Board does not issue a call for the meeting within 14 days from the day of receiving the request, or;
b.  If the meeting called is not to be held within 60 days from the day of the Board receiving the request, the ten members making the request in Section IV(2),, may call a special general meeting of the Society.
5. The Director may call a special meeting when they are of the opinion that a matter should be brought to the attention of the society or to the board of directors according to the Act Section (34(1) & 34(2).
6. The Executive may have a meeting if an item requiring immediate attention and or action needs a decision. The minutes of the Executive committee meeting must be presented at the next board meeting.

 

V. Notice of Meetings:
1. The Board or members calling a general meeting of the Society must give at least 14 days notice of the meeting by any two (2) of the following:
a. By email to the members at last known email address on file in the office of the society or;
b. By posting notices in public areas within the societys boundaries or;
c. By announcing meetings on social media (such as Facebook, Twitter), or:
d. By advertising the hour, day and place of the meeting in a newspaper circulating throughout the Societys locality, or:
e. By calling members at last known phone number or;
f. By mailing to each member of the Society, at the members address last registered in the office of the Society, a notice stating the hour, day and place of the meeting
2. If the addition or repeal of or amendment to any provision of the Bylaws of the Society or its memorandum of Society is to be proposed at the meeting, the intent of the proposed change must be included in the notice of meeting.
3. Notwithstanding section IV(1), the directors shall provide a minimum of 30 days notice if the meeting is called for the purpose of selling, purchasing, mortgaging, leasing for over one year or to otherwise dispose of any real property owned by the Society.

 

VI. Quorum:
1. At the AGM of the society ten (10) members constitutes a quorum for the transaction of business of the Society.
2. Five (5) directors, constitute a quorum for the transaction of business at all other meetings of the Board.
3. The president cancels the meetings in VI (1) and VI (2) if a quorum is not present within one-half (1/2) hour after the time set.  If cancelled, the meeting is rescheduled for one (1) week later at the same time and place.  If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the members in attendance.

 

VII. Voting:
1. At a general meeting of the Society, a majority vote of the members casting votes may decide all questions, except when an extraordinary resolution is required.
2. Each membership in good standing is allowed one vote on any question.
3. No member may vote by proxy.
4. At the approval of the Board, alternative methods of voting may be acceptable.

 

VIII. Composition and election of Board:
1. The Board of a Society shall consist of 12 to 15 directors living within the following boundaries in accordance with the Act:
a. From Range Road 192 (East of Raymond) to Highway 5 (west of Raymond) and 
b. The County of Lethbridge (North of Raymond) to the Milk River (South of Raymond).
2. In addition, the town of Raymond shall have one Council Liaison who shall be a director. 
3. The number of directors on the board shall not exceed sixteen (16). 
4. Any member in good standing or the representative of a corporation that is a member in good standing is eligible to be elected as a director.
5. Candidates for election to the office of director must be nominated openly at the annual general meeting of the Society. 
6. Candidates shall be present and shall accept the nomination at the general meeting. 
a. Members unable to attend the annual general meeting, shall indicate they are willing to accept nomination as a director, in writing to a member of the executive committee at least 5 days prior to the annual general meeting.
b. In the event of emergency, members wishing to be a director shall contact a member of the executive committee in writing prior to the start of the annual general meeting.
7. At each annual general meeting, voting members elect a minimum of four (4) directors and maximum of five (5) directors; each serving a term that ends at the close of the third annual general meeting following the annual general meeting at which these directors were elected. 
a. Commencing the fiscal year beginning October 1, 2012, 4 to 5 directors will be elected for a 3 year term, and 4 to 5 directors will be elected for a 2 year term and 4 to 5 directors will be elected for a 1 year term at the annual general meeting.  
8. Commencing the fiscal year beginning October 1, 2013, 4 to 5 directors will be elected for a 3 year term at each subsequent annual general meeting. Subject to subsection VIII (7), the term of office of a director is 3 years.
9. Retiring directors are eligible for re-election. Directors should be limited to 3 consecutive terms of office unless not enough directors are available. 

 

IX. Powers and Duties of the Board:
1. The Board is to direct and supervise the business of the Society, and may exercise all the powers of the Society that are not required to be exercised by the membership in a general meeting.
2. The Board shall appoint an executive committee and prescribe the committees duties.
3. The Board will develop a budget to present for information to the membership at the annual meeting.
4. The Board shall be responsible for providing policy, procedures and terms of reference to all committees of the Society.
5. Directors shall serve on a voluntary basis without remuneration by the Society for their directorship.  Board approved expenses will be reimbursed after Board approval.
6. No one (1) individual will carry more authority than another unless operating within Board approved Policies

 

X. Duties of the Officers and Secretary of the Society:
1. President
a. Supervises the affairs of the Board;
b. When present, chairs all meetings of the Society, the Board, and the Executive Committee;
c. Is an ex-officio member of all Committees;
d. Acts as the spokesperson for the Society;
e. Is a member of the Executive Committee;
f. Ensures new Board members orientation is completed within 60 days of their being elected or appointed;
g. Carries out other duties assigned by the Board.

 

2. Past President
a. The immediate Past-President may sit on the Executive for 1 year (if they choose) following the expiration of their term
3. First Vice-President 
a. Presides at meetings in the Presidents absence.  If the First Vice-President is absent, the Second Vice-President is the chairperson for that meeting;
b. Replaces the President at various functions when asked to do so by the President or the Board;
c. Is a member of the Executive Committee;
d. Carries out other duties assigned by the Board.
4. Second Vice-President 
a. Presides at meetings in the Presidents and First Vice-Presidents absence.  If the Vice-President is absent, the Directors elect a Chairperson for that meeting;
b. Replaces the President at various functions when asked to do so by the President or the Board;
c. Is a member of the Executive Committee;
d. Carries out other duties assigned by the Board.
e. Shall not be an immediate family member of other personnel on the Executive Committee

 

5. Treasurer
a. Ensures all monies paid to the Society are deposited into a chartered bank or institution as directed by the Board of Directors;
b. Makes sure a detailed account of revenues and expenditures is presented to the Board as requested;
c. Presents the Societys records to the designated accountant for review and preparation of a review engagement statement;
d. Makes sure a review engagement statement of the Society is prepared and presented to the annual general meeting;
e. Is available at the annual meeting at least one hour prior to the meeting to receive membership fees for the ensuing year;
f. Prepare the necessary documentation required for application for any grants that may be available to the Society and submit before deadlines;
g. Is a member of the Executive Committee and;
h. Carries out other duties assigned by the Board.

 

6. Secretary 
a. Attends all meetings of the Society, the Board and the Executive Committee;
b. Keeps accurate minutes of these meetings;
c. Notifies the membership and directors of meetings as required by the bylaws;
d. Receive and respond to all correspondence as directed by the Board;
e. Makes sure a record of names and addresses of all members of the Society is kept;
f. On or before the 15th of January each year return to Alberta Agriculture and Rural Development (ARD), the annual return documentation required by ARD including but not limited to: a list of directors and officers elected at the annual meeting for the ensuing year; a report of the years activities; a signed copy of the financial statement approved by the membership and prepared by a designated accountant; three year business plan.
g. Carries out other duties assigned by the Board.

 

XI. Meetings of the Board:
1. At the first meeting of the newly elected Board after each annual meeting of the Society, the Board is to meet and elect officers from its own number Within one (1) month of the annual meeting at which directors are elected
a. A president, and;
b. A First vice-president, and;
c. A Second vice-president, and;
d. A treasurer

and any reference in these bylaws to the chairman or vice-chairman is to be read as also referring to a president or vice-president respectively.

2. At each meeting at which a chairman is elected, the Board must appoint a secretary
3. The secretary and treasurer may, but need not, be a director or a member as per section 15 of the act.
4. The Board shall hold a meeting open to all members not less than once every three (3) months;
a. Board meetings shall be held in the second week of February, April, June and September which will be open to the membership. The day of the week will be determined at the first meeting of the new board of Directors after the AGM. 
b. The board shall hold a minimum of three (3) additional meetings in a fiscal year at a time and place to be determined by the board which will be open to the membership. The date will be determined at the first meeting of the new board of Directors after the AGM.  
5. The secretary (or designate) shall give each director at least 2 weeks notice of all regular meetings of the directors.
6. The chairman must call a special meeting of the Board on the written request of a majority of the directors or if the chairman considers it to be necessary.
7. The secretary (or designate) must give each director notice of a special meeting,
a. Stating the time and place at which it is to be held, and;
b. Stating, in general terms, the nature of the business to be transacted at the meeting.
8. Directors should attend all meetings in person. When circumstances do not permit attendance, directors shall be permitted to attend board meetings via teleconferencing or other technology if available. Directors joining meetings in such manner shall give the Secretary at least 2 days notice they wish to attend via teleconference.
9. Notwithstanding this section, if all the directors are present at a directors meeting, it is deemed to have been properly called whether or not the notice of the meeting has been given or properly given.

 

XII. Proceedings at Board meetings:
1. Five (5) directors, constitute a quorum for the transaction of business at a meeting of the Board. 
2. The chairman may vote on any question, but having done so, the chairman does not have a casting vote in the event of a tie.
3. If there is not a majority in favour of a motion, the motion is lost.
4. At the meeting of the Board held before the annual meeting of the Society, the directors are to adopt a report covering all the activities of the Society for the preceding year for presentation to the annual meeting.

 

XIII. Vacating a directors office:
1. Where a director fails to attend three (3) consecutive meetings as outlined by the calendar for the fiscal year of the Board of which the director has been duly notified, the directors office may be declared vacant by the Board if the directors absence has not been explained to the satisfaction of the Board. 
2. Where
a. A director, or;
b. A corporation whose representative is a director,

ceases to be a member of the Society, the office of that director is to be declared vacant by the board.

3. Where a directors office is vacated under this section, the Board may forthwith fill the vacancy in accordance with Section 17 of the Act
4. The Board, at a special meeting of the Board called for that purpose, may suspend a members membership.

 XIIII. Committees

1. Standing or special committees may be established by the Board.
2. Each committee will have at least one director who will act as the liaison to the Board. Committee members should be members of the society whenever sufficient members are available. Committees for special projects and events may have members on the committee from other organizations and the public at large. 
3. The Board shall establish in writing the operational guidelines (Terms of Reference) for each committee.
4. Unless a committee is given written notice of a budget or authority to expend funds, the committee has no authority to expend Society funds or bind the Society to a financial commitment.
5. Unless a committee is given written authority to the contrary, the committee does not have the authority to bind the Society to any decision or undertaking. If a committee is authorized to bind the Society, the authorization must be clear and the committee must operate within the limited authority granted.
XV. Execution of certain documents:

All contracts, financial and legal documents must be signed by the officers of the Society or other directors as authorized to do so by motion of the Board. 

XVI. Society Funds:
1. The funds of the Society, however derived, shall not be expended for any objects inconsistent with those of the Society or authorized by the Act.
2. The funds shall be deposited to the credit of the Society in a chartered bank or other institution as directed by the Board. 
3. Investment of Society funds must be in accordance to Section 29(3) of the Trustee Act
4. Cheques of the Society shall be signed by any two (2) of the following in accordance with the Act:
a. The president 
b. The first vice-president  
c. The treasurer
5. Not withstanding XVI (4), immediate family members shall not sign the same cheque 
6. Not withstanding Section XVI (4) the second vice president may only sign cheques with the President or treasurer.

 

XVII. Borrowing by the Society:
1. The Society may for the purpose of carrying out its objects or for capital purposes, from time to time borrow money and from time to time issue notes, bonds, debentures and other securities.
2. The Board may not borrow more than $5,000 without the authorization of the members of the Society.

 

XVIII. Fiscal Year:

The fiscal year of the Society is the year beginning on October 1 and ending on the following September 30.

 

XIX. Auditor:
1. No person holding office in or employed by the Society is eligible to be appointed as the auditor of or to perform any of the duties of the auditor of the Society.
2. The auditor is to be appointed by resolution passed at an annual meeting of the Society or at a special general meeting of the Society called for that purpose.
3. The auditor must be a member in good standing of an association of accountants recognized by the Director.

 XX. Financial Statements:

1. The financial statement referred to in Section III of the bylaws must be a review engagement report or audit report prepared by a 
a. Certified General Accountant, or;
b. Certified Management Accountant, or;
c. Chartered Accountant
XXI. Membership: 
1. A person may become a member of the Society if that person pays the membership fee and is interested in the objectives of the Society.
2. Subject to subsection XXI (1), a person who is 18 years of age or older may become a voting member as provided for under the Act.
3. Subject to subsection XXI(1), a business or an organization may be a member of the Society 
4. Where a corporation becomes a member of the Society, the corporation must, in accordance with subsection XXI(1), furnish the Society with a designation of a person who is to be the businesss or organizations representative with the right to attend meetings of the Society, to vote, and to be a director.
5. Payment of the membership fee entitles the person, firm or company paying it to the privileges of membership for the year of which the fee is paid.
6. A person under the age of 18 may become a non-voting member
7. A designation under subsection XXI(4)
a. Must be in a form acceptable to the Society;
b. Must be furnished to the Society at the time the membership fee is paid, and;
c. May be changed from time to time by a like designation.
8. The Board reviews and determines membership fees by motion of the Board.
9. Membership will run concurrent with the fiscal year. Fees for the current fiscal year must be paid prior to voting at the annual general meeting.

 XXII. Suspension of Membership:

1. The Board, at a special meeting of the Board called for that purpose, may suspend a members membership not more than three (3) months, for one or more of the following reasons:
a. if the member has failed to abide by the bylaws;
b. if the member has been disloyal to the Society;
c. if the member has disrupted meetings or functions of the Society; or 
d. if the member has done or filed to do anything judged to be harmful to the Society.
2. The affected member will receive written notice of the Boards intention to deal with whether that member should be suspended or not.  The member will receive at least two (2) weeks notice before the special meeting.
3. The notice will be sent by single registered mail to the last known address of the member shown in the records of the Society.  The notice may also be delivered by an officer of the Board.
4. The notice will state the reasons why the suspension is being considered.
5. The member will have an opportunity to appear before the Board to address the matter.  The Board may allow another person to accompany the member.
6. The Board will determine how the matter will be dealt with, and may limit the time given the member to address the Board.
7. The Board may exclude the member from its discussion of the matter, including the deciding vote.
8. The Board will vote on these matters by secret ballot only
9. The decision of the Board is final.

 XXIII. Termination of Membership:

1. Any member may resign from the Society by sending or delivering a written notice to the secretary or president of the Society.  Once notice is received, the members name is removed from the membership register.
2. The membership of a member is ended upon their death.
3. If a member has not paid membership dues by the Call to Order at the annual general meeting, the member is considered to have submitted their resignation. The Society may, by extraordinary resolution at a special general meeting called for that purpose, expel any member for any cause which is deemed sufficient in the interests of the Society.  This decision is final.
4. No right or privilege of any member is transferable to another person.
5. Although a member ceases to be a member, they are liable for any debts owing to the Society at the date of ceasing to be a member.

 XXIIII. Security:

1. The Society shall at all times maintain theft insurance or fidelity insurance against loss or damage caused by employees, officers, and directors.
2. The Society shall at all times maintain general liability insurance in an amount not less than $2,000,000 inclusive per occurrence (insuring against personal injury and property damage (including loss of use of property).
3. In this section theft insurance, fidelity insurance, and general liability insurance have the meaning given to them by the Classes of Insurance Regulation (AR 121/2001).
4. The Society shall at all times maintain directors and officers liability insurance.
5. No member is, in their individual capacity, liable for any debt or liability of the Society.

 XXV. Amendments to the Bylaws:

1. At the annual meeting of the Society or at a special meeting called for that purpose, the members of the Society may make, alter and repeal bylaws for the general management of the Society.
2. Two (2) signed copies of the approved amended bylaws will be sent to the Agricultural Society Program, Alberta Agriculture and Rural Development (ARD) for their approval and acceptance.
3. The bylaws shall be reviewed annually by the Board prior to the next annual meeting and any changes approved by the membership at the annual meeting, or a special meeting called for that purpose.

 XXVI. Parliamentary Authority:

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

 XXVII. Dissolution of the Society:

1. The Society may not distribute its property or pay dividends to its members.
2. If the Society is dissolved, any funds or assets remaining after paying all the debts are to be paid to a non-profit organization which has objectives similar to those of the Society.
3. Members are to select the organization to receive the assets at a special meeting called for that purpose.

 

XXVIII. All Other Matters:

In the event that these regulations do not adequately cover any situation or time of concern to the executive, directors, or members, reference shall be made to the Act which shall be the supreme authority whereby the actions and activities of the Society are managed and controlled.

 Acknowledgement of Bylaws

These bylaws and regulations were acknowledged before a general meeting or special meeting called for the purpose of approval of these documents consisting of members of the Raymond and District Agricultural Society.

Signed before the people at this meeting at Raymond in the Province of Alberta this 29th day of November 2016.

 

President:              _____________________________________   ___________________________________

                                                                 PRINT NAME                                                                           SIGNATURE

Vice-President:      _____________________________________   ___________________________________

                                                                PRINT NAME                                                                           SIGNATURE

Treasurer:               _____________________________________   ___________________________________

                                                                PRINT NAME                                                                           SIGNATURE

Director:                _____________________________________   ___________________________________

                                                                PRINT NAME                                                                           SIGNATURE

Director:                _____________________________________   ___________________________________

                                                                PRINT NAME                                                                           SIGNATURE

Director:                _____________________________________   ___________________________________

                                                                PRINT NAME                                                                           SIGNATURE

 

 

Date Bylaws last Reviewed with no amendments or changes       November 17, 2016

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