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1.
DEFINITIONS |
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| In these and all other
bylaws of the corporation, unless the context
otherwise requires or specifies: |
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(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; |
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(b) |
“the corporation” means Yellowhead
Flyway Birding Trail Association Inc.; |
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(c) |
“the directors”, “board”
and “board of directors” means the directors of
the corporation for the time
being; |
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(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; |
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(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; |
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(f) |
words
importing the masculine gender shall include the
feminine, and words importing the singular
shall include the plural and vice versa;
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(g) |
“member” means an individual member,
family member, municipal member or a
friend of the YFBTA member. |
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2. OBJECTIVES |
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| The objectives of the
corporation are: |
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(a) |
to provide a legacy through stewardship
of habitat areas; |
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(b) |
to promote tourism; |
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(c) |
to build awareness of diversity of bird,
animal and plant life in the region; |
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(d) |
to promote education about and
appreciation of ecological and
historical attributes of the area within
which, the Yellowhead Flyway Birding
Trail is located; |
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(e) |
to co-operate with local governments,
associations and schools; |
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(f) |
to co-ordinate our work with like minded
organizations and groups; |
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(g) |
to create and circulate brochures of
local interest; |
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(h) |
to promote development of local trails
and sites. |
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3. FISCAL YEAR |
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| The fiscal year of the
corporation shall end on the 31st day of October
in each year. |
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4. MEMBERSHIP |
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(a) |
The membership of the corporation shall
consist of individual memberships,
family memberships, municipal
memberships and friends of the YFBTA
memberships. |
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(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. |
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(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. |
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(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. |
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(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. |
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(b) |
Membership fees payable to the
corporation are: |
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$20/year for an individual membership |
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$30/year for a family
membership |
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$60/year for a municipal
membership |
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$15/year for a friends of
the YFBTA membership |
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(c) |
Membership fees are not refundable. |
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(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. |
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5. MEETINGS OF MEMBERS |
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(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. |
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(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. |
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(c) |
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(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. |
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(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. |
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(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. |
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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. |
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(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. |
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(e) |
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(i) |
No
regular member is entitled to
more than one vote on any
questions. |
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(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. |
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(f) |
Five regular
members personally present at the opening of a
meeting shall constitute a quorum. |
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(g) |
The conduct of
meetings shall be governed by the latest revised
edition of Roberts Rules of Order. |
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6. OFFICERS |
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| The board of directors
shall: |
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(a) |
appoint a
chairperson from among those currently named as
directors. |
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(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. |
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7. DIRECTORS |
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(a) |
The directors shall manage the
activities and affairs of the
corporation. |
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(b) |
The directors
of the corporation shall consist of a
chairperson, vice chairperson, secretary, treasurer and
at least three other regular members. |
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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. |
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(c) |
Ordinarily, directors shall be elected at the annual
meeting. |
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(d) |
Directors hold
office until the conclusion of the meeting at
which their successors are elected. |
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(e) |
Subject to (d),
the term of office of a director shall be for 3
years. |
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(f) |
The regular
members may, by ordinary resolution at a meeting
called for that purpose, remove any director(s) from office. |
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(g) |
Where there is
a vacancy on the board of directors and; |
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(i) |
where there is a quorum of
directors, the remaining
directors; |
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a)
may exercise all the powers of
the directors; or |
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b) may fill the vacancy until the next
annual meeting; |
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(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.
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(h) |
Any
remuneration paid to directors must be approved
by the regular membership. |
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(i) |
Every director
shall be given, by letter, e-mail, telephone or
otherwise, at least 5 days notice of every
meeting of directors. |
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(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. |
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(k) |
The quorum at
board meetings shall be five persons. |
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8. FINANCIAL DISCLOSURE |
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(a) |
The directors
shall place before the members at every annual
meeting: |
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(i) |
financial
statements for the year ended not more than 4
months before the annual meeting; |
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(ii) |
the report of the auditor, if
any; and |
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(iii) |
any further information
respecting the financial affairs
of the association. |
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(b) |
The directors
shall approve the financial statements and shall
evidence their approval by the signature of one
or more directors. |
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(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. |
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9. AMENDMENTS TO BYLAWS |
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(a) |
The directors
may, by resolution, make, amend, or repeal any
bylaws that regulate the activities and affairs
of the corporation. |
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(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. |
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(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. |
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(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. |
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10. LIQUIDATION AND DISSOLUTION |
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The remaining property of the
corporation shall, in the course of
liquidation and dissolution, be transferred to Nature Saskatchewan. |
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