OBJECTIVES AND BYLAWS
of the
Yellowhead Flyway Birding Trail Association


1. DEFINITIONS
   
In these and all other bylaws of the corporation, unless the context otherwise requires or specifies: 
   
(a)

 “Act” means The Non-profit Corporations Act, 1995, as amended or replaced from time to time, and in the case of such amendment, any references in the bylaws of the corporation shall be read as referring to the amended provisions; 

   
(b) “the corporation” means Yellowhead Flyway Birding Trail Association Inc.; 
   
(c)

“the directors”, “board” and “board of directors” means the directors of the corporation for the time being;

   
(d)

the headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify, or explain the effect of any such terms; 

   
(e)

all terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act;

   
(f)

words importing the masculine gender shall include the feminine, and words importing the singular shall include the plural and vice versa; 

   
(g) “member” means an individual member, family member, municipal member or a friend of the YFBTA member.
 
2. OBJECTIVES
   
The objectives of the corporation are: 
   
(a) to provide a legacy through stewardship of habitat areas; 
   
(b) to promote tourism; 
   
(c) to build awareness of diversity of bird, animal and plant life in the region; 
   
(d) to promote education about and appreciation of ecological and historical attributes of the area within which, the Yellowhead Flyway Birding Trail is located; 
   
(e) to co-operate with local governments, associations and schools; 
   
(f) to co-ordinate our work with like minded organizations and groups; 
   
(g) to create and circulate brochures of local interest; 
   
(h) to promote development of local trails and sites.
 
3. FISCAL YEAR
   
The fiscal year of the corporation shall end on the 31st day of October in each year. 
 
4. MEMBERSHIP
   
(a) The membership of the corporation shall consist of individual memberships, family memberships, municipal memberships and friends of the YFBTA memberships. 
   
 
(i) An individual membership is entitled to all privileges of membership, including the right to vote at meetings of members and be elected as a director.
   
(ii) A family membership is entitled to all privileges of membership, including the right to vote at meetings of members and may be elected as a director.  This membership is allowed two votes. 
   
(iii) A municipal membership is entitled to all privileges of membership, including the right to one vote at meetings of members and may be elected as a director. 
   
(iv) A friends of the YFBTA membership is entitled to all privileges of membership, except the right to vote at meetings of members and the right to be elected as a director.
   
(b) Membership fees payable to the corporation are:
   
  $20/year for an individual membership
  $30/year for a family membership
  $60/year for a municipal membership
  $15/year for a friends of the YFBTA membership 
   
(c) Membership fees are not refundable.
   
(d) No member shall be entitled to transfer their membership to another person or entity unless the transfer has been approved by resolution of the board of directors. 
 
5. MEETINGS OF MEMBERS
   
(a) An annual meeting of members shall be held prior to March 15 in each year at a time and place to be fixed by the previous annual meeting or by the directors.
   
(b)

At least one other meeting of members shall be held in each calendar year at a time and place to be fixed by the directors.

   
(c)
(i) The chairperson may call a special meeting of members at any time and shall be required to do so upon the written request of at least 5 members. 
   
(ii) All business transacted at a special meeting of members or at an annual meeting of members, other than consideration of financial statements and an auditors report, election of directors and reappointment of an incumbent auditor, is deemed to be special business. 
   
(iii) No special business may be transacted at a meeting of members unless the notice of meeting stated the nature of the business in sufficient detail to permit members to form a reasoned judgement thereon.
   
  Notwithstanding 5.c.iii, emergent business not advertised in a notice of meeting may be transacted, providing details of such business is communicated to the membership within ten days of the meeting having been held, and opportunity given for members to call for a meeting to reconsider any decision relating to that item, or those items, of business.
   
(d) Notice of the time and place of a meeting of members shall be sent, not less than 5 days or more than 30 days before the meeting, to each member entitled to attend the meeting and to the auditor.
   
(e)
(i) No regular member is entitled to more than one vote on any questions.
   
(ii) Regular members shall vote by a show of hands except where a ballot is demanded by a member either before or after a vote by show of hands.
   
(f) Five regular members personally present at the opening of a meeting shall constitute a quorum. 
   
(g) The conduct of meetings shall be governed by the latest revised edition of Roberts Rules of Order.
 
6. OFFICERS
   
The board of directors shall:
   
(a) appoint a chairperson from among those currently named as directors. 
   
(b) designate the offices of the corporation, appoint persons as officers, specify the terms of office, the duties of each officer, and delegate powers to manage the business affairs of the corporation to the officers as deemed appropriate.
 
7. DIRECTORS
   
(a) The directors shall manage the activities and affairs of the corporation.
   
(b) The directors of the corporation shall consist of a chairperson, vice chairperson, secretary, treasurer and at least three other regular members. 
  When deemed advisable or expedient, the same person may act as secretary and treasurer, but shall , in that event, vote as one person in the conduct of the Association’s business.
   
(c) Ordinarily, directors shall be elected at the annual meeting.
   
(d) Directors hold office until the conclusion of the meeting at which their successors are elected.
   
(e) Subject to (d), the term of office of a director shall be for 3 years. 
   
(f) The regular members may, by ordinary resolution at a meeting called for that purpose, remove any director(s) from office. 
   
(g) Where there is a vacancy on the board of directors and;
   
 
(i) where there is a quorum of directors, the remaining directors;
   
  a) may exercise all the powers of the directors; or
   
  b) may fill the vacancy until the next annual meeting; 
   
(ii)

where there is not a quorum of directors, the remaining directors or the president shall call a general meeting for the purpose of electing regular members to fill any vacancies.

   
(h) Any remuneration paid to directors must be approved by the regular membership. 
   
(i) Every director shall be given, by letter, e-mail, telephone or otherwise, at least 5 days notice of every meeting of directors.
   
(j) Attendance of a director at a meeting of directors is deemed to be a waiver of notice of the meeting, unless the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.
   
(k) The quorum at board meetings shall be five persons.
 
8. FINANCIAL DISCLOSURE
   
(a) The directors shall place before the members at every annual meeting:
 
   
(i) financial statements for the year ended not more than 4 months before the annual meeting;
   
(ii) the report of the auditor, if any; and
   
(iii) any further information respecting the financial affairs of the association.
   
(b) The directors shall approve the financial statements and shall evidence their approval by the signature of one or more directors.
   
(c) No financial statement shall be released or circulated unless it has been approved by the directors and is accompanied by the report of the auditor, if an auditor has been appointed. This does not preclude the treasurer or designate providing regular unaudited reports to the directors and/or membership as financial updates for informational purposes.
 
9. AMENDMENTS TO BYLAWS
   
(a) The directors may, by resolution, make, amend, or repeal any bylaws that regulate the activities and affairs of the corporation.
   
(b) The directors shall submit such a bylaw, or an amendment or repeal of a bylaw, to the next meeting of regular members and the members may, by ordinary resolution, confirm, reject or amend the proposed bylaw, amendment, or the repeal of a bylaw.
   
(c) A bylaw, or an amendment or repeal of a bylaw is effective from the day of the resolution of directors until confirmed, confirmed as amended, or rejected by the regular members.
   
(d) If a bylaw, or any amendment or repeal of a bylaw is rejected by the regular members or is not submitted to the next meeting of members, the bylaw, amendment or repeal thereof, ceases to be effective and no subsequent bylaw, amendment or repeal having substantially the same purpose or effect shall be effective until confirmed or confirmed as amended by the regular members.
 
10. LIQUIDATION AND DISSOLUTION
   
The remaining property of the corporation shall, in the course of liquidation and dissolution, be transferred to Nature Saskatchewan.
   
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