1.1 In these By-Laws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be and vice versa.
1.2 In these By-Laws, the following words have these meanings.
1.2.1 “the Society” means “the SHALEM SOCIETY FOR SENIOR CITIZENS CARE.”
1.2.2 “Board” means “Board of Directors” of the Society.
1.2.3 “By-Laws” mean the By-Laws of the Society as amended.
1.2.4 “Director” means any person elected or appointed to the Board.
1.2.5 “Special Resolution” means:
a) a resolution passed
at a general meeting of which not less than 21 days’ notice specifying the intention to propose the resolution as an special resolution has been duly given, and
by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by Written Ballot,
b) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days notice has been given, if all the Members entitled to attend and vote at the general meeting so agree, or
c) a resolution consented to in writing by all the Members who would have been entitled at a general meeting to vote on the resolution in person or by Written Ballot.
1.2.6 “Member” means a person who pursuant to the By-Laws has been accepted as a Member in the Society.
1.2.7 “Officer” means any Officer listed in article 5.1.
1.2.8 “Written Ballot” means a vote submitted in writing by any Member who is unable to vote in person. Such vote to be valid must clearly indicate the Member’s vote preference and the identity of the voting Member, and must be signed by that Member and be submitted to any Director prior to the scheduled voting time for the matter.
1.3 Voting by proxy is not permitted.
1.4 The By-Laws shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with the laws of the Province of Alberta.
1.5 All parliamentary procedures not provided for in these By-Laws shall be governed by Robert’s Rules of Order and Robert’s Parliamentary Law.
2.1 Members of the Society shall subscribe to the By-Laws.
2.2 Persons seeking to become Members shall be eligible for membership in the Society if in the application for membership they subscribe to the By-Laws and specifically acknowledge their agreement with the objectives stated in the application made to form the Society under the Societies Act.
2.3 All applications for membership shall be submitted to the Board and upon approval by the Board the applicant shall become a Member.
2.4 There shall be an annual membership fee of TWENTY-FIVE DOLLARS, ($25.00) per member or any other amount, in either case, as may from time to time be fixed by the Board, to be paid during the first quarter of each fiscal year. The membership entitles the Member to one (1) vote as permitted in accordance with these By-Laws.
2.5 Every Member shall be entitled to the privileges of the Society in accordance with and subject to the By-Laws, and shall be bound by and submit to the By-Laws as well as to such rules and regulations as may from time to time be enacted pursuant thereto.
2.6 Any Member who desires to withdraw from membership in the Society may notify the Board in writing to that effect and upon receipt by the Board of this notice the Member shall cease to be a Member.
2.7 The Board shall have the power by a vote of three quarters of Directors present to expel or suspend any Member whose conduct has been determined by the Board to be improper, unbecoming or likely to endanger the interest or reputation of the Society, or who commits a breach of the objectives or By-Laws of the Society. No Member shall be expelled or suspended without being notified of the charge or complaint against him/her and without having first been given the opportunity to be heard by the Board at a meeting called for that purpose.
2.8 Any person shall, upon ceasing to be a Member of the Society, forfeit all right to and claim upon the Society, its property and funds
2.9 A Member in arrears for fees or assessments is to be promptly notified of their arrears by mail. The notice shall stipulate that if the arrears are not remedied within 45 days of the date of the notice the provisions of article 2.10 will apply.
2.10 Notwithstanding anything to the contrary, if any Member is in arrears for fees or assessments for the year, this Member shall automatically be suspended at the expiration of three months from the beginning of that year and shall thereafter not be entitled to membership privileges or powers in the Society until reinstated upon payment of fees or assessments in arrears.
2.11 No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Society or is suspended.
2.12 No Member is, in his/her individual capacity, liable for any debt or liability of the Society.
3.1 The annual general meeting shall be held at a place within the Greater Calgary area on a day fixed by the Board but no later than May 30 of any calendar year.
3.2 At every annual general meeting in addition to any other business that may be transacted, the report of the Board, the Financial statements and report of the auditors shall be presented and Directors elected. Except where the Societies Act provides otherwise, or the law otherwise requires, the Board may have the Members consider and transact any business, either special or general without any notice thereof at any meeting of the Members.
3.3 The Board or the President shall have power to call at any time a special meeting of the Society. The Board or the President will also call such a meeting on written request submitted to the Secretary or President of at least one-third (1/3) of the voting Members. The request must state the reason for the special meeting and the motion(s) intended to be submitted at the special meeting. Notice of a special meeting to Members shall include a statement of the reason(s) for calling the meeting. Only the matter(s) set out in the notice are considered at the special meeting. No action taken at a meeting is invalid due to any error in any notice that does not affect the meaning.
3.4 No public notice or advertisement of any annual general meeting, or special meeting of the Society shall be required, but notice of the time and place of each of such meeting shall be given to each Member by sending the notice by mail not less than twenty-one (21) days before the time fixed for the holding of the meeting, PROVIDED HOWEVER that any general or special meeting of the Society may be held at any place or time without notice if all Members of the Society are present and at such meeting any business may be transacted.
3.5 Unintentional omission of the sending of notice to an individual(s) shall not invalidate the proceedings of any meeting.
3.6 At any meeting of Members, a quorum shall consist of 10% of the Members who are present in person. The President shall cancel the meeting of Members if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is rescheduled for the same time and at the same place one (1) week later. If a quorum is not present after the set time of the second meeting, the meeting will proceed with the members in attendance.
3.7 All matters shall be decided by majority vote unless otherwise stated in the By-laws. All decisions on matters pertaining to persons shall be by ballot. All other voting shall normally be done by show of hands. Every Member present in person or voting by Written Ballot shall be entitled to one (1) vote and interest in the matter at issue shall not bar his/her voting privileges.
3.8 Notwithstanding anything contained in these Bylaws to the contrary, any Member who is a tenant or an occupant of any residential unit or accommodation owned or operated by the Society (Resident Member) shall not be qualified to vote at any meeting of the Members of the Society, except for voting on the following:
3.8.1 Election of members of the Board; and
3.8.2 Other matters regarding which the Resident Member is given written consent from the Board to vote.
Such written consent shall be deemed to have been given if the matter to be voted on is marked in the meeting agenda ” May be voted on by Resident Members”. The Board may provide such written consent to Resident Members at its sole and unfettered discretion.
4. BOARD OF DIRECTORS
4.1 The affairs of the Society shall be managed by a Board of not less than five (5) and not more than fifteen (15) Directors, each of whom at the time of his election or appointment, as applicable, and throughout his term of office shall be a Member of the Society. Each Director shall be elected for a term of three (3) years except when elected or appointed to fill a vacancy pursuant to article 4.4. The Board shall be divided into three (3) classes, kept approximately equal in number whose term shall expire successively each year.
4.2 The Board of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society in its name any kind of contract which the Society may lawfully enter into and save as hereinafter provided, generally, may exercise all such powers and all such other acts and things as the Society by its By-Laws or otherwise is authorized to exercise and do. Without in any way derogating from the foregoing the Board is expressly empowered from time to time to purchase, lease, or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings, chattels and/or other property moveable or immovable, real or personal or any rights or interest thereof owned by the Society for such considerations and upon such terms and conditions as they may deem advisable
4.3 The Board may from time to time appoint such Committee or Committees as it may deem advisable to execute any of the powers of the Board. These Committees shall have a minimum of three (3) Members and shall be composed of Members of the Society
4.4 If any member of the Board resigns his office or without a reasonable excuse absents himself/herself from three consecutive Directors’ meetings or is suspended or expelled from the Society the Board shall declare his office vacated and may appoint a successor in his/her place until the next annual meeting, at which time an election shall be held to fill this vacancy for the unexpired term.
4.5 A majority of Directors shall form a quorum for the transaction of business. The Board may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present or if those who are absent have signified their consent to the meeting being held in their absence. Board meetings may be formally called by the President or by the Secretary on the direction of the President or by the Secretary on direction in writing of two (2) Directors. Notice of such meeting shall be mailed to each Director not less than eight (8) days before the meeting is to be held. The statement of the Secretary or President that the notice has been given pursuant to the By-Laws shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings in a hour to be named and of such regular meetings no notice need to be sent.
A Board meeting may also be held without notice immediately following the annual general meeting of the Society. Directors may consider or transact any business, either general or special, at any meeting of the Board.
4.6 Motions arising at a meeting of the Board shall be determined by a majority of votes. In case of a tie vote the motion shall be considered defeated.
4.7 A resolution in writing signed by all of the Directors personally shall be valid and effectual as if it had been passed at a meeting of the Board duly called and constituted.
4.8 The members of the Board shall continue in office until their respective successors are duly elected, appointed or otherwise designated in accordance with the objectives and By-Laws.
4.9 Any Member who is a tenant or occupant shall be disqualified from holding any position in the Society as a Director or Officer.
4.10 While in the employ of the Society (other than casual employment) no person or his/her immediate family (Conflict of Interest Policy), shall be eligible for nomination to the Board. In the event that during the term of office a Director or/his/her immediate family becomes employed by the Society, the Director shall resign forthwith.
4.11 Board members shall only serve two (2) terms consecutively.
4.12 The Board shall present nominees for new Directors to be elected, not less than the number of new Directors required, at an annual meeting of which notice specifying the nominees has been given.
4.13 Other Members may be presented as nominees from the floor at a meeting called for the purpose of electing Directors, provided however, that all nominees shall have given their consent to the nomination. If a nominee is not present at the meeting, the consent to the nomination shall be in writing, signed by the nominee. The election shall be by ballot and if the total number of nominees exceeds the number of Directors required those nominees receiving the higher number of votes shall be declared elected.
4.14 The Members of the Society shall have the power by means of an Special Resolution to remove any Director whose conduct has been determined by the Members to be improper, unbecoming or likely to endanger the interest or reputation of the Society or who commits a breach of the Constitution or By-laws of the Society before the expiration of his/her term of office and may by a majority of the votes cast at that meeting, elect any Member in his/her stead for the remainder of his/her term. No Director shall be removed without being notified of the charge or complaint against him/her and without first having the opportunity to be heard at a meeting for the Members called for that purpose.
4.15 No Officer or Director shall receive remuneration for his/her services as an Officer or Director, but he may upon resolution of the Directors, be reimbursed for any expense incurred by him/her in connection with his duties as an Officer or Director. Nothing herein shall preclude any Officer or Director from performing services and receiving remuneration therefore in the course of his normal profession or business or calling. Except for the purposes of answering any questions about prospective performance of services to the Society, a Director shall excuse herself/himself from deliberation of her/his services and abstain from any vote relating to any award of contract for her/his services to the Society.
5. OFFICERS AND EMPLOYEES
5.1 The Officers of the Society shall be the President, Vice-President, Secretary and Treasurer.
5.2 The Board shall elect Officers for a term of one (1) year. Normally this election shall occur at the first meeting of the Board called after the annual general meeting. Officers shall continue in office until their respective successors are duly elected. The President who is elected shall normally have served on the Board the previous year.
5.3 The Board may from time to time appoint Officers or agents and authorize the employees of these persons as they deem necessary to carry out the objectives of the Society. These Officers, agents and employees shall have the authority and shall perform the duties as from time to time may be prescribed by the Board.
5.4 The President shall, when present, preside over all meetings of the Members of the Society and of the Board. The President, among other duties that may be assigned by the Board, is an ex officio member of all Committees, is a member of the Executive Committee and acts as the spokesperson for the Society. The President with the Secretary or other Officers appointed by the Board for that purpose shall sign all resolutions.
5.5 During the absence or inability of the President, his/her duties and powers may be exercised by the Vice-President. If the Vice-President, or any other Director as the Board may from time to time appoint for that purpose, exercises any such powers or duties the absence or inability of the President shall be presumed with reference thereto. The Vice President carries out other duties as may be assigned by the Board. The Vice President is a member of the Executive Committee.
5.6 The Secretary of the Board shall, when present, record all facts and minutes of all proceedings of meetings of the Members of the Society and of the Board in the books kept for that purpose. He shall give all notices required to be given to Members and Directors. The Secretary shall have custody of the Seal of the Society for its use by the Board. The Secretary shall ensure a record of names and addresses of all Members of the Society is kept. These duties shall be exercised by another Director as shall be appointed by the Board in case of absence or inability of the Secretary. The Secretary shall perform such other duties as may from time to time be determined by the Board. The Secretary is a member of the Executive Committee.
5.7 The Treasurer or person performing the duties of a Treasurer shall deposit all monies or other valuable effects in the name and to the credit of the Society at such bank or banks as may from time to time be designated by the Board. He shall disburse the funds of the Society under the direction of the Board, taking proper vouchers therefor and shall render to the Board at the regular meeting thereof, or whenever required of him, an account of all his/her transactions as Treasurer and of the financial position of the Society. The Treasurer shall also perform such other duties as may from time to time be determined by the Board. The Treasurer is a member of the Executive Committee. The Board may require the Treasurer to enter into and provide a security bond in an amount which shall be fixed from time to time by the Board, but the expense thereof shall be paid by the Society.
5.8 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the President or the Vice-President and by the Secretary. The Secretary shall affix the seal of the Society to these documents as required.
5.9 All disbursements of funds shall be made by cheque and if for an amount greater than $10,000 shall be signed by the Treasurer and either the President or Vice-President. Cheques of lesser amount may be signed by any two of the Treasurer, the President, Vice-President or manager.
5.10 The President, Vice-President, Secretary, Treasurer or duly appointed Committee or any one of them or any person or persons from time to time designated by the Board may transfer any or all shares, bonds or other securities from time to time standing in the name of the Society, in its individual or any other capacity or as trustee or otherwise and may accept in the name or on behalf of the Society transfers of shares, bonds or other securities from time to time transferred to the Society and may affix the common seal to any such transfers or acceptance of transfers and may make, execute and deliver under the common seal and all instruments in writing necessary or proper for such purposes including the appointment of any attorney or attorneys to make or accept transfers of shares, bonds or other securities in the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the By-Laws of the Society the Board may at any time by resolution of the Board direct the manner in which any particular instrument or obligation of the Society may or shall be executed.
5.11 A manager hired by the Board shall carry out the day to day operations of the Society with responsibilities as set out in his/her job description and contract of employment. The manager reports to and is responsible to the Board, and acts as an advisor to the Board and to all Board Committees. The manager does not vote at any meeting of the Board.
6. BORROWING POWER
6.1 For the purpose of carrying out the objectives of the Society the Board may borrow or raise or secure the payment of money in such manner as they think fit and in particular by the issue of debentures subject to the limits placed upon this from time to time by Special Resolution of the Society.
6.2 From time to time the Board may authorize any Director, Officer, Committee or employee of the Society or any other person to make arrangements with respect to the monies borrowed or to be borrowed as aforesaid and as to the loan thereof and as to the securities to be given therefor with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Society as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Society.
6.3 For the purpose of carrying out its objectives, the Board of the Society may, as they think fit draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments.
7. AUDIT OF ACCOUNTS
7.1 The Board of Directors shall annually appoint an auditor or auditors. Such appointed auditor shall submit an annual audit plan to the Board for Board approval prior to the auditor proceeding with the annual audit.
7.2 The Auditors shall make a report to the Members and Directors on the account(s) examined by them, including a consolidated account for the Society, and on every balance sheet and statement of income and expenditures laid before the Society at any annual general meeting during their tenure of office and the reports shall state:
a) Whether or not they have obtained all the information and explanations they have required, and
b) whether in their opinion the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Society’s affairs as at the date of the balance sheet and the result of its operations for the year ended on that date according to the best of their information and the explanations given to them, and as shown by the books of the Society.
7.3 Every auditor of the Society shall have the right of access at all times to all records, documents, books, accounts and vouchers of the Society and is entitled to require from the Directors and Officers of the Society such information and explanation as may be necessary for the performance of the duties of auditor.
7.4 The auditors of the Society are entitled to attend any meeting of Members of the Society at which any accounts that have been examined or reported on by them are to be laid before the Members for the purpose of making any statement or explanation which they, the auditors, desire to make with respect to the accounts.
7.5 The rights and duties of an auditor of the Society shall extend back from the date when the last audit of the Society’s books, accounts and vouchers was made and where no audit has been made, from the date when the Society was incorporated.
The Common seal of the Society shall be under the control of the Board and the responsibility for its use from time to time shall be determined by the Board.
9. MANNER OF MAKING, ALTERING AND RESCINDING BY-LAWS
9.1 The By-Laws shall not be cancelled, altered or added to except by an Special Resolution of the Society.
9.2 The amended By-Laws take effect after the approval of the Special Resolution at the annual general meeting or special meeting and accepted by the Corporate Registry of Alberta.
10. BOOKS AND RECORDS
10.1 The Secretary or some other office specially charged by the Board with that duty shall keep or cause to be kept a book or books wherein shall be kept properly recorded:
a) A Copy of the objectives of the Society and any Special Resolution or altering or adding to same and a copy of the By-Laws of the Society and any resolutions altering or adding thereto.
b) Copies of originals of all documents registered and resolutions as required by law;
c) Minutes or proceedings of all meetings of Members and Board.
10.2 The Treasurer or some other office specially charged by the Board with that duty shall keep or cause to be kept a book or books wherein shall be kept properly recorded:
a) All sums of money received and expended by the Society and the matters in respect of which the receipt and expenditures take place;
b) All revenues and purchases by the Society;
c) The assets and liabilities of the Society;
d) All other transactions affecting the financial position of the Society.
11. FISCAL YEAR
The fiscal year of the Society shall end December 31 and the financial statements of the Society’s affairs for presentation to the Members at the annual meeting shall be made up to that date.
12. INSPECTION OF BOOKS BY MEMBERS
The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Society or any one of them shall be open to the inspection of Members not being Directors, and no Member not being a Director shall have any right of inspecting any account or book or document of the Society except as conferred by law or authorized by the Board or by resolution of the Members whether previous notice thereof has been given or not.
13. PROTECTION AND INDEMNITY OF DIRECTORS AND OFFICERS
13.1 Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in their role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.
13.2 No Director is liable for acts of any Director, Officer or employees. No Director or Officer is responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Society. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in their role with the Society, unless the act is fraud, dishonesty or bad faith.
13.3 Directors or Officers can rely on the accuracy of any statement or report prepared by the Society’s auditor. Directors or Officers are not liable for any loss or damage as a result or acting on that statement or report.
14.1 It shall be the duty of every Member of the Society to furnish the Society with his mailing address and to advise the Society in writing of any change thereof. Any notice sent by post to the address of a Member recorded with the Society shall be deemed to have been received by such Member.
14.2 Upon dissolution of the Society and after the payment of all debts and liabilities the remaining property of the Society shall be distributed or disposed of to another recognised charitable organisation in the Province or elsewhere in Canada.
14.3 At all times the Society is carried on without purpose of gain.