| 6.1 |
The Registered Office
The Registered Office of the Society is located in Edmonton, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board. |
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| 6.2 |
Finance and Auditing
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| 6.2.1 |
The fiscal year of the Society ends on August 31 of each year. |
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| 6.2.2 |
There must be an audit of the books, accounts and records of the Society at least once each fiscal year. |
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| 6.2.3 |
At each Annual General Meeting of the Association, the appointed auditors submit a complete financial statement for the previous financial year.
- This statement sets out the Association’s income, disbursements, assets and liabilities.
- This statement must be signed by the appointed auditors.
- The auditors are appointed either at the Association’s Annual General Meeting or by the Board when deemed necessary.
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| 6.2.4 |
The audit must be performed by either:
- Two (2) Active Members in good standing of the Association and who are not Directors of the Association, or
- An independent, external professional accountant.
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| 6.3 |
Seal of the Society
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| 6.3.1 |
The Board may adopt a seal as the Seal of the Society. |
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| 6.3.2 |
The Secretary has control and custody of the seal, unless the Board decides otherwise. |
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| 6.4.3 |
The Seal of the Society can only be used by Officers or Directors authorized by the Board. |
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| 6.3.4 |
The Board must pass a motion to name the authorized Officers or Directors. |
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| 6.4 |
Cheques and Contracts of the Society |
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| 6.4.1 |
The Board may designate up to four of its Officers and/or Directors to act as signing authorities for the Association. |
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| 6.4.2 |
The Board may authorize the Executive Coordinator to sign cheques for certain amounts and circumstances. |
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| 6.4.3 |
All contracts of the Society must be signed by the Officers, Directors or other persons authorized to do so by resolution of the Board |
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| 6.5 |
The Keeping and Inspection of the Books and Records of the Society. |
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| 6.5.1 |
The Secretary keeps a copy of the Minute Books and records minutes of all meetings of the Members and of the Board. |
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| 6.5.2 |
The Secretary keeps the original Minute Books at the Registered Office of the Society. This record contains minutes from all meetings of the Society, the Board and the Executive Committee. |
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| 6.5.3 |
The Board keeps and files all necessary books and records of the Society as required by the Bylaws, the Societies Act, or any other statute or laws. |
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| 6.5.4 |
Any Member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of his intention to do so. |
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| 6.5.5 |
The books and records of the Association shall be open to inspection by the members of the Board at all meetings. |
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| 6.5.6 |
Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by the Society, during normal business hours. |
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| 6.5.7 |
All financial records of the Society are open for such inspection by the Members. |
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| 6.5.8 |
Other records of the Society are also open for inspection, except for records that the Board designates as confidential. |
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| 6.6 |
Borrowing Powers |
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| 6.6.1 |
The Society may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security. |
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| 6.6.2 |
The Society may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Society. |
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| 6.7 |
Payments |
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| 6.7.1 |
No Member, Director or Officer of the Society receives any payment for his services as a Member, Director or Officer. |
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| 6.7.2 |
Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval. |
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| 6.8 |
Protection and Indemnity of Directors and Officers |
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| 6.8.1 |
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 his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith. |
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| 6.8.2 |
No Director or Officer is liable for the acts of any other Director, Officer or employee. No Director or Officer is responsible for any loss or damage due to the 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 his role for the society, unless the act is fraud, dishonesty or bad faith. |
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| 6.8.3 |
Directors or Officers can rely on the accuracy of any statement or report prepared by the Society's auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report. |
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| 6.8.4 |
The Treasurer of the Association shall, at the expense of the Association, procure such liability insurance as from time to time may be required by the Board of Directors to carry out the provisions in 6.8.1 and 6.8.2 of this bylaw. |
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