Bylaws of The Alberta Invasive Species Council (AISC)
March 27, 2018
Article 1. Definitions
1.1 “AISC” shall mean the Alberta Invasive Species Council.
1.2 “AGM” shall mean the Annual General Meeting of the AISC.
1.3 The “Board” shall mean the Board of Directors of the AISC.
1.4 A “director” means any person occupying the position of director on the AISC.
1.5 “Board Officers” shall mean the elected Directors on the Board of the AISC. This includes the Chairperson, Vice-Chairperson, and Treasurer.
1.6 The fiscal year of the AISC shall be the calendar year, commencing on the first day of January each year.
Article 2. Objectives of the AISC
2.1 Increase awareness and educate Albertans about the destructive impacts invasive species have on the environment, economy, and society.
2.2 Serve as a respected source of credible information and resources on invasive species in Alberta.
2.3 Foster partnerships with jurisdictions, agencies and groups to collaboratively develop integrated and operational, long-term management programs to combat invasive species.
2.4 Engage and empower Albertans to prevent, detect, and take action against invasive species.
Article 3. Membership of the AISC
3.1 Any person who supports the objectives of the AISC may become a member upon payment of the fee and submission of contact information to the Executive Director. Members may be representatives of organizations or individuals.
3.2 Annual membership is based on the calendar year, commencing on the first day of January each year.
3.3 A member may resign upon written notice to the Chairperson, however, annual membership fees of withdrawn or expelled members shall not be refunded.
3.4 Any member, upon a majority vote of the membership in good standing, may be expelled from membership for just cause.
3.5 Any member in good standing with the AISC shall have the right to vote at any special meeting or the AGM of the AISC. Such votes shall be made in person and not by proxy, or other means.
Article 4. Board of Directors of the AISC
4.1 A Board election from among the members, will occur annually.
4.2 The Board shall consist of not less than eight and no more than sixteen members representing organizations and individuals from the following categories: Government of Alberta, Other Government (federal, municipal, Indigenous etc.), Industry and Academia/Individual.
4.3 The Board is authorized to conduct business and to make decisions on behalf of the AISC by virtue of their election, and in accordance with the bylaws.
4.4 The Board shall meet as required, but no less than four times per fiscal year.
4.5 Any member of the Board may resign from office upon written notice to the Chairperson.
4.6 Any member of the Board may be removed from office for missing three consecutive board meetings.
4.7 Should a vacancy occur, the Board may fill the vacancy, from among the membership, until the next election.
4.2 Term of Office
4.2.1 Each Director will be elected for a term of three years.
4.2.2 A Director may serve two consecutive terms, for a maximum of six years, and then must have at least a one-year absence from the Board before seeking re-election.
4.2.3 No person shall serve as Chairperson for longer than a two-year term.
4.3 Responsibilities of the Board
4.3.1 The Board will ensure that records of importance are kept to inform the membership of activities of the AISC.
4.3.2 The Board shall set the membership fees of the AISC.
4.3.3 The Board shall be responsible to see that the duties of officers, employees, and volunteers are properly performed.
4.3.4 Directors shall serve on a voluntary basis without remuneration by the AISC for their directorship. Expenses for Board approved travel may be reimbursed after approval by the Board.
4.3.5 Subject to the bylaws of the AISC, the Directors may act for and on behalf of the AISC, and all grants and other funds of the AISC shall be received and expended under their direction.
4.3.6 The Board will designate signing authority.
4.3.7 The Board may appoint committees as deemed necessary, to meet the objectives of the AISC. The Board will provide each committee with the necessary direction. The Board shall be responsible for providing policy and guidelines to all committees of the AISC.
4.4 Board Officers
4.4.1 The Board Officers, consisting of a Chairperson, Vice-Chairperson, and Treasurer, are elected or reconfirmed at the first Board meeting after the AGM by the Board, if necessary.
4.5 Role of the Chairperson
4.5.1 Represent and provide leadership to the AISC, which will result in meeting the objectives of the AISC.
4.5.2 Exercise general supervision and direction over the business of the AISC.
4.5.3 Preside at all meetings of the AISC.
4.5.4 Call a meeting when an item requiring immediate attention needs a decision.
4.5.5 Delegate tasks and responsibilities to other Board members or employees, so that they may take an active part in the affairs of the AISC.
4.6 Role of the Vice-Chairperson
4.6.1 Act in the absence of the Chairperson.
4.6.2 Perform such duties as may be directed by the Chairperson or Board.
4.6.3 Chair the Nominating Committee.
4.6.4 The Vice-Chairperson may be declared Chairperson for the balance of the term, if the Chairperson resigns or is unable to complete his/her term.
4.7 Role of the Treasurer
4.7.1 Oversee the finances of the AISC.
4.7.2 Oversee the preparation of the annual financial statements by a certified accountant.
4.7.3 Present the annual financial statement prepared by a certified accountant at the AGM.
4.8 Board Meetings
4.8.1 Board meetings shall be open to all members for their information. The Directors, however, have the responsibility and authority to make motions and vote at Board meetings.
4.8.2 The agenda shall accompany each notice of a Board meeting. Decisions will be made by majority vote.
4.8.3 Quorum at the Board meetings shall mean fifty percent plus one (50% + 1) of the current roster of Directors within 30 minutes of call to order of the meeting. Communication by remote access (e.g. conference call, Skype, etc.) may be employed to achieve quorum.
4.8.4 Directors could prepare meeting minutes on a voluntary basis.
4.8.5 The Board may hold an in camera/closed meeting for discussion of matters considered by the majority of Directors as sensitive. Any discussion of AISC staff will be considered a closed meeting.
Article 5. Role of the Executive Director
5.1 Maintain financial records and books and prepare an annual budget for the AISC.
5.2 Maintain minutes of the proceedings of the Board and AGM meetings.
5.3 Maintain such records and history of operations as required by the Directors of the AISC.
5.4 Perform other duties, as may be directed by the Board.
5.5 Receive and respond to AISC-related correspondence.
5.6 Disseminate information to the membership that may be of interest to them.
Article 6. Annual General Meeting (AGM)
6.1 The AGM of the AISC shall be held on or before the first of June each year, at a time and place suitable to the majority of the Board, for the purpose of considering and transacting any business, as may properly come before the Board and the members. The AGM shall be a General Meeting of the AISC.
6.2 The business of the AGM shall include but not be limited to:
i. Reviewing minutes of the previous meeting
ii. Reports of Officers
iii. Financial Statement
iv. Appointment of Auditor
v. Report on Operations
vi. New Business
vii. Elections of Directors
6.3 The membership shall be notified of the AGM at least 21 days prior to the meeting. The notice shall include any special items of business.
6.4 The financial statement including income, disbursements, assets and liabilities of the AISC shall be prepared by a certified accountant and presented at the AGM annually.
Article 7. General and Special Meetings
7.1 A concern of ten or more members of the AISC may be brought for the consideration of the membership, through a request for a special meeting for that purpose. Special meeting requests shall be submitted to the Chairperson.
7.2 The membership will be notified of the time, location and purpose of the meeting, at least 21 days prior to the special meeting.
7.3 Quorum at the special meeting shall mean fifty percent plus one (50% + 1) of the ten or more members with a concern. Minutes of the special meeting may be disseminated to membership.
Article 8. Committees
8.1 Committees created pursuant to Bylaw 4.3.4, shall be approved and accountable to the Board, and under general supervision of the Board.
Article 9. Financial Affairs
9.1 The accounts of the AISC will be audited annually. Annual financial statements of the AISC accounts will be prepared by a certified accountant.
9.2 The funds of the AISC, however derived, shall not be expended on anything inconsistent with the objectives of the AISC or unauthorized by the Societies Act.
9.3 The funds shall be deposited to the credit of the AISC in a chartered bank or other institution as directed by the Board.
9.4 Cheques of the AISC shall be signed by at least two persons with designated signing authority for the AISC.
9.5 Nothing herein shall preclude the acceptance of donations or funds from any source in support of work of the organization, but such acceptance may be subject to review and acceptance by the Board.
Article 10. Borrowing by the AISC
10.1 The AISC may borrow sums of money and may issue notes, bonds, debentures and other securities for capital expenditures.
10.2 The Board may not borrow more than $10,000 without the authorization of the membership of the AISC.
Article 11. Changing the Bylaws
11.1 The bylaws can only be changed by special resolution of the members.
11.2 At a general meeting called with a minimum of 21 days notices, the members of the AISC may repeal, alter or replace the bylaws through a special resolution passed by the vote of not less than 75% of those members in attendance.
11.3 The membership shall be notified of the proposed bylaws through an electronic newsletter or email at least 21 days prior to the AGM.
11.4 A copy of the amended bylaws will be filed through a special resolution, in accordance with the Societies Act.
Article 12. Dissolution of the AISC
12. If the AISC chooses to dissolve on reasonable grounds, by way of unanimous vote by the Board, the assets of the AISC will be given to a registered charity at the discretion of the Board.
Article 13. Inspecting Financial Books and Records
13. Members, upon written request to a Board Officer or the Executive Director may inspect the financial books and records of the AISC, at a mutually determined time and place.
Article 14. All Other Matters
14.1 The AISC will not be adopting a society’s seal.
14.2 Should these regulations not adequately cover any situation or time of concern to the Board of Directors or members, reference shall be made to the Societies Act, which shall be the supreme authority whereby the actions and activities of the AISC are managed and controlled.
Acknowledgement of the Bylaws
These bylaws were acknowledged before a general meeting called for the purpose of approval of these documents consisting of members of the AISC.