CPVAF Bylaws

MEMBERSHIP

  1. Membership fees, if any, in the Foundation shall be determined, from time to time, by the Foundation Members at the Annual Meeting.
  1. Any person residing in Alberta, being the full age of 18 years that agrees to the societies privacy policies may become a Member by a favourable vote passed by a majority of the Members at a general meeting of the society and upon payment of any Membership fees. Such voting shall be by ballot, unless the meeting by resolution otherwise decides. Any person under the age of 18 years may in the same manner become a Member upon payment of half of the said fee.
  1. Any Member in good standing, being the full age of 18 years, may become a Foundation Committee Member by being nominated for a Foundation Committee Portfolio Position and upon a favourable vote passed by a majority of the Foundation Members.
  1. Any Foundation Committee Member in good standing, being the full age of 18 years, may be elected to the Board of Directors upon a favourable vote passed by a majority of the Members at the Annual Meeting.
  1. Any Member wishing to withdraw from Membership may do so upon a notice in writing to the Board through its Secretary. If any Member is in arrears for fees or assessments for any year, such Member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no Membership privileges or powers in the society until reinstated. 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

  1. The President shall be ex-officio a Member of all Committees. He/she shall, when present, preside at all meetings of the Foundation. In his/her absence, the Vice-President shall preside at any such meetings.

BOARD OF DIRECTORS

  1. Board of Directors, Executive Committee, Board or Officers, shall mean the Board of Directors of the Foundation. Board of Directors are volunteer positions and will receive no remuneration.
  1. Any person elected to the Board of Directors must also hold a Foundation Committee portfolio position.
  1. The Foundation Committee (which encompasses all Board Positions) shall, subject to the bylaws or directives given it by the majority vote at any meeting properly called and constituted, have full control over the day-to-day management and affairs of the Foundation.
  1. Any director or officer, upon a majority vote of Foundation Committee Members in good standing, may be removed from the board for action(s) that the Foundation Committee Members deem to be detrimental the principals & practices of the Foundation.

SECRETARY

  1. It shall be the duty of the secretary to attend all meetings of the Foundation, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the Foundation which whenever used shall be authenticated 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 Foundation Committee. The Secretary shall have charge of all the correspondence of the Foundation and be under the direction of the President and the Foundation Committee.
  1. The Secretary shall keep a record of all the Members of the Foundation and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the Foundation. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required. 

TREASURER

  1. The Treasurer shall receive all monies paid to the Foundation 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 Foundation and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Foundation Committee whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited of the financial position of the Foundation and submit a copy of same to the Secretary for the records of the Foundation.
  1. 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 books and records of the Foundation may be inspected by any Member of the Foundation at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each Member of the Foundation Committee shall at all times have access to such books and records. 

AUDITING

  1. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by Two (2) Members of the Foundation elected for that purpose at the Annual Meeting – “Audit Review Committee”. A complete review and summary of the findings shall be presented by the Audit Review Committee at the Annual Meeting of the Foundation.
  1. The fiscal year of the Foundation in each year shall commence on September 1 and conclude on August 31 of each year.

MEETINGS

  1. This Foundation shall hold an Annual Meeting on or before September 30 in each year, of which notice in writing to all Members shall be delivered by mail, fax or email to the last known address and/or electronic contact information at least Ten (10) days prior to the date of the meeting.
  1. At the Annual Meeting there shall be elected a minimum of one director and a maximum of twenty directors. The directors so elected shall form a Board, The Foundation Committee Members, and this committee shall elect officers to the positions of President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer) at the next General Foundation Committee Meeting. All officers and directors shall serve until their successors are elected.
  1. Any board officer or director position vacancy can be filled during the year by majority vote of the remaining board members and officers during any regular board meeting.
  1. General Foundation Meetings may be called at any time by the Secretary upon the instructions of the President, Vice President and/or the Foundation Committee Chair(s). General Foundation Meetings are normally held monthly but must be held at least every Three (3) Notice in writing to all Committee Members shall be delivered by mail, fax or email to the last known address and/or electronic contact information at least Three (3) days prior to the date of the meeting.
  1. Meetings are generally held with Members in person, but may include Members by way of remote communication methods similar but not limited to teleconference, web conferencing or video conferencing.
  1. The President, Vice President or Chair Portfolio and at least Three (3) Members in good standing shall constitute a quorum at an Annual meeting or General Foundation meeting.
  1. Any Special Foundation Meetings are scheduled by the Secretary by request of the President or the Foundation Committee. Special Foundation meetings are held with Members in person only. Notice in writing to all Members shall be delivered by mail, fax or email to the last known address and/or electronic contact information at least Ten (10) days prior to the date of the meeting.
  1. The President or Vice President, Three (3) members of the Board of Directors and at least Five (5) Members in good standing shall constitute a quorum at any Special Foundation meeting.

VOTING

  1. Any Member in good standing who has not withdrawn from the Foundation nor has been suspended or expelled shall have the right to vote at any Annual Meeting or any Special meeting called by the Foundation Committee. Such votes must be made in person and not by proxy or otherwise.
  1. Any Foundation Committee Member in good standing who has not withdrawn from the Committee nor has been suspended or expelled shall have the right to vote at any General Foundation Committee Meeting. Such votes can be made in person, by proxy or by way of electronic attendance such as web conferencing.
  1. Any Member in good standing who has not withdrawn from the Foundation nor has been suspended or expelled shall have the right to vote on any Special Resolution. Such votes must be made in person and not by proxy or otherwise. At this meeting only a minimum of 75% of the members in attendance must vote in favour of the Special Resolution for it to pass.

REMUNERATION

  1. No Officer, Directors, Foundation Member or Foundation Committee Member shall receive any remuneration for his/her services.

BORROWING POWERS

  1. Foundation may not borrow money.

BYLAWS

  1. The Bylaws may be altered or added to by a “Special Resolution” at the General Meeting, of which notice in writing to all Members shall be delivered by mail, fax or email to the last known address and/or electronic contact information at least Eight (8) days prior to the date of the meeting.
(Last revised – January 12, 2012)
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