Bylaws
SOCIETY BYLAWS
ARTICLE 1 - MEMBERSHIP
- Membership fees in the society shall be determined, from time to time, by the Board of Directors at a Board meeting.
- Membership in the society is open to Alberta residents being of the full age of 18 years upon request to the Board of Directors, and upon payment of the membership fee.
- Youth membership in the society is open to any person in Alberta under the age of 18 years upon request to the Board of Directors, and upon payment of the membership fee. A parent or legal guardian must sign the form.
- Any member wishing to withdraw from member may do so upon a written notice to the Board through the secretary.
- The membership year will commence on January 1st and continue for 12 months.
- Annual membership fees are due at the beginning of the membership year. Any member in arrears for the membership fees for any year shall be automatically suspended at the expiration of 30 days from the beginning of such year and shall not be entitled to membership privileges or powers in the society until reinstated.
ARTICLE 2 - BOARD OF DIRECTORS
- Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society.
- The Board of Directors (hereinafter referred to as “the Board") shall consist of the following directors:
- President
- Vice-President
- Secretary
- Treasurer
- 3 Additional Directors
- The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society.
- Meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting of the Board may be called on the instructions of any two directors provided they request the President in writing to call such meetings and state the business to be brought before the meeting.
- Meetings of the Board shall be called with 5 days notice by email or phone and may be attended by any member in good standing.
- Any four members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regular meeting called by the Board; otherwise, they shall be null and void.
- A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or if they acted as a director pursuant to the appointment or election.
- The term of office for directors is two years unless removed or by resignation or extended by re-election.
- Any director, upon a majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable.
- A director shall be considered to have resigned when the earliest of the following events occurs:
- Written resignation is received by the Secretary or the President
- The director ceases to be a member in good standing
- The director is absent without valid reason for three or more consecutive Board meetings
- If over 75% of the Board positions are subject to election at one time, the Board may propose, prior to the election, that the term for some director positions be one year or three years.
PRESIDENT
- The President shall be ex-officio a member of all Committees.
- He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
VICE-PRESIDENT
- The Vice-President shall preside at meetings of the society when the President is absent.
- Undertake actions for the society reasonably required by the Board.
SECRETARY
- It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. In the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board.
- He/she shall have charge of the Seal of the society 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.
- The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.
- File documents for the society whenever required.
- Keep a record of all members of the society and their addresses and send all notices of the various meetings as required.
TREASURER
- The Treasurer shall receive all monies paid to the society and shall be responsible for the deposit of same in any financial institution the Board may order.
- He/she shall properly account for the funds of the society keeping any such books and records as are required and directed.
- He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society.
AUDITING
- The books, accounts and records of the society shall be audited at least once per year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor to the Annual Meeting of the society. The fiscal year end of the society in each year shall be December 31st
- The books and records of the society may be inspected by any member of the society at the Annual General Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer having charge of same. Each member of the Board shall at all times have access to such books and records.
RENUMERATION
- Unless authorized at any meeting and after notice for same shall be given, no officer, director or member of the society shall receive any renumeration for his/her services.
ARTICLE 3 – MEETINGS
- This society shall hold an Annual General Meeting on or before March 31st in each year of which notice in writing to the last known email address of each member shall be delivered at least 14 days prior to the date of the meeting. At this meeting, there shall be elected members to vacant directors positions. The officers and directors so elected shall form a Board and shall serve until their successors are elected and installed. Any member in good standing shall be eligible to any office in the society.
- General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known email address of each member and shall be sent at least 8 days prior to the date of the meeting.
- A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-fifth of the members in good standing, setting forth the reasons for calling such meeting, which shall be by email to the last know email address to each member no later than 8 days prior to such meeting.
- Thirty percent (30%) members in good standing shall constitute a quorum at any meeting.
VOTING
- Any member who has not withdrawn from membership nor has been suspended nor removed from membership and who has paid all required membership fees applicable to the current year shall have the right to vote at any General or Special meetings of the society. Such votes may be made in person or electronically as per the passing of Bill 53 which allows non-profit organizations to issue electronic meeting notices and conduct meetings and voting virtually.
- At any meeting of the society, a resolution put to vote is decided by a majority either by show of hands or by ballot. The chairman shall not have a vote unless there is a tie vote in which case the Chairman will cast the deciding vote.
ARTICLE 4 – BORROWING POWERS
- For the purpose of carrying out its’ objects, the society may not borrow or secure the payment of monies in any manner without the sanction of a Special Resolution of the society which is approved at a General or Special meeting of the society.
ARTICLE 5 – BYLAWS
- The bylaws of the society may be rescinded, altered or added to by a “Special Resolution”.
- In these bylaws, the singular shall include the plural and vice-versa, the masculine shall include the feminine and vice-versa.
ARTICLE 6 – ADDENDUMS
- In order to deal with matters not provided for in these bylaws, and to carry out the purposes and operation of the society, the directors may from time to time establish, approve, amend and repeal the following as it relates to the operation of the society provided that such are not inconsistent with these bylaws a copy of which are attached:
- HPC Mission Statement
- HPC Code of Conduct
- HPC Policies & Procedures
- HPC Complaint/Incident Form
- HPC Contact Authorization Form
- HPC Privacy Policy
ARTICLE 7 – DISSOLUTION
- Upon the dissolution and windup of the affairs of the society, any remaining assets will be transferred to a non-profit organization.
Approved 07.15.24
