PALAEONTOLOGICAL SOCIETY OF THE PEACE BYLAWS
The PSP credits and thanks the Alberta Palaeontological Society (APS) for allowing to adapt and use their by-laws as a basis to develop these by-laws of the Palaeontological Society of the Peace.
Revised April 17, 2005
TABLE OF CONTENTS
1.1
The Society
1.2 The Bylaws
1.3 Definitions
1.4 Objectives of the Society
II. MEMBERSHIP
2.1
Qualifications
2.2 Voting
2.3 Termination
2.4 Fees
2.5 Award Memberships
2.6 General Memberships
2.7 Conditions of Memberships
2.8 Limitation of the Liability of Members
2.9 Register of Members
III. GENERAL MEETINGS
3.1
Annual General Meeting
3.2 General Meeting
3.3 Special General Meeting
3.4 Notice
3.5 Quorum
3.6 Motions and Statements
3.7 Correspondence
3.8 Parliamentary Procedure
4.1
General
4.2 Duties
4.3 Board Meeting
4.4 Notice
4.5 Quorum
4.6 Voting
4.7 Nomination and Election of Officers
and Directors
4.8 Eligibility
4.9 Term
4.10 Vacancies
4.11 Conflict Of Interest
4.12 Removal
4.13 Resignation
5.1
General
5.2
Positions
5.3
Committees
5.4
Term
5.5
President
5.6
Vice-President
5.7
Secretary
5.8
Treasurer/Membership Director
5.9
Past-President
5.10
Program Director
5.11
Member at Large
VI FINANCE AND OTHER MANAGEMENT MATTERS
6.1
Remuneration
6.2
Spending
6.3
Borrowing
6.4
Contracts
6.5
Bank Accounts
6.6
Audit
6.7
Fiscal Year
6.8
Books and Records
6.9
Protection and Indemnity of Officers, Directors and
Committee Chairpersons
7.1 Amending the Bylaws by Special Resolution
I. NAME AND OBJECTIVES (top of page)
1.1 The Society
The name of the society is the Palaeontological Society of the Peace, a not-for-profit society, herein referred to as the Society.
1.2 The Bylaws
The following articles set forth the Bylaws of the Palaeontological Society of the Peace. These Bylaws must be interpreted broadly and generously.
1.3 Definitions
In these Bylaws, the following words have these meanings:
a. Act means the Societies Act R.S.A.2000, Chapter s-14 as amended or any statute for it.
b. Annual General Meeting means the annual general meeting of the Society as described in Article 3.1
c. Board means the Board of Officers and Directors of the Society.
d. Board Meeting means any meeting attended by the Officers and Directors as described in Article 4.3
e. Director designates the Membership Director, Editor, and Program Coordinator who are elected or appointed to the board.
f. Majority means more than one half of the total number of the members of the society present.
g. Member means a Member of the Society in good standing.
h. Officer designates the President, Past President, Vice-President, Secretary and Treasurer, who are elected or appointed to the Board.
i. Quorum means the number of Members required to transact business at a meeting as defined in Articles 3.5 and 4.5 as applicable.
j. Society means the Palaeontological Society of the Peace.
k. Special Meeting means the special general meeting described in Article 3.3
l. Special Resolution means a resolution passed at a General Meeting of the membership of this Society. At the next General Meeting of which twenty-one days notice has been given, the special resolution(s) will pass by a majority of not less than three-fourths of voting Members present
m. Voting Member means a Member entitled to vote at meetings of the Society, as defined in Article 2.2
1.4 Objectives of the Society
1.
To promote the science of palaeontology of the Peace Region * through study
and education
2. To make contributions to the science by:
· Discovery
· Collection
· Curation and display
· Education of the general public
· Preservation of material for study and future generations
3. To provide information and expertise to others with an interest in the science of palaeontology.
4. To form a working bond with the professional community and to aid the preservation of the heritage of Alberta by contribution to provincial collections.
*Peace Region: Includes the watershed of the Peace River
II. MEMBERSHIP (top of page)
2.1 Qualifications
Any interested persons or
groups or institutions who support the objectives of the Society and who pay
the required annual membership
fees qualifies for membership in the Society provided the Board approves the
membership application at a properly constituted meeting.
2.2 Voting
Each member 18 years or older
shall be entitled to one vote at any General Meeting of the Society.
Voting for the election of the board shall be done by secret ballot. All
other voting shall be done by show of hands, unless a secret ballot is
requested by any five members.
Such votes shall be made in person and not by proxy. The meeting
Chairperson shall cast a vote in the event of a tie.
2.3 Termination
Any Member wishing to withdraw from membership may do so with a notice in writing to the Board or through its Secretary. If any Member is in arrears for fees or assessments for any year, such Member shall have his/her membership automatically suspended at the expiration of one month from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Society until reinstated. Any Member may be expelled from membership for any cause which the Society may deem reasonable, by way of a unanimous vote of the Board subject to an appeal at the next General Meeting, or by a majority vote of three fourths of the Members present at a General Meeting.
2.4 Fees
Annual membership fees shall be determined at the Annual General Meeting or a Special General Meeting. Membership fees are non-refundable. Membership fees are waived for life for Award Memberships. Fees are payable no later the July 15 of each year.
2.5 Award Memberships
The following
Award Memberships may be bestowed upon persons, groups or institutions upon
the affirmative vote of all the members of
the Board at a meeting at which quorum has been achieved, for reasons which
the Board may deem reasonable.
a) Life Member: any past or present Member providing exceptional or meritorious service to the Society;
b) Honorary Member: any person providing an outstanding contribution to the study of palaeontology, and
c) Friend of the Society: any person, group or institution, which has rendered outstanding service to the Society. Honorary Members and Friends of the Society may not vote, hold office nor make motions.
2.6 General Memberships
a) Single Membership: offered to an individual person 18 years of age or older. Single Members have only one vote in accordance with Article 2.2 above.
b) Family Membership: offered to a group of people living in one household consisting of one or two parents and/or guardians and their dependents under the age of 18. Each family member has one vote in accordance with article 2.2 above.
c) Institutional Membership: offered to any organization. Institutional Members may not vote hold, office or make motions.
2.7 Conditions of Membership
a) No Member shall take it upon themselves to commit the time, resources or finances of the Society without prior written approval of such a commitment at a properly constituted meeting of the Board of Directors.
b) All members must agree to abide by the Code of Ethics as outlines in the Palaeontological Society of the Peace Information Handbook for Members as amended from time to time.
2.8 Limitation on the Liability of Members
No member is, in their individual capacity, liable for any debt or liability of the Society.
2.9 Register of Members
The Board shall keep an up to date Register of Members containing the names and pertinent information of eligible voting Members, and non-voting Members. Distribution of the Register of Members shall be limited only to eligible voting Members of the Society. The Society and its Members shall abide by any provincial regulations as laid out in the Alberta’s Freedom of Information and Protection of Privacy Act.
III. GENERAL MEETINGS (top of page)
3.1 Annual General Meeting
An Annual General Meeting of the Society shall be held during the month of May or June each year. This meeting shall be held for the election of Officers and Directors, in accordance with Articles 4.7 and 4.8 hereof. The Officers and Directors so elected shall form a Board and shall serve until their successors are elected and installed. The Annual General Meeting shall also be held for the modification of bylaws, and for such other business as may be placed before the general membership by the board.
3.2 General Meeting
General meetings of the Society shall be called by the Board with proper notification to the general membership at a convenient time acceptable to the Board. The Board will notify Members of a special General Meeting by telephone or e-mail as soon as possible. 15 percent of the Members shall constitute a quorum at General Meetings.
3.3 Special General Meeting
A Special General Meeting shall be called by the President or Secretary of the Board upon receipt of a petition signed by one-third of the Members or twenty Members whichever is smaller, setting forth the reasons for calling such a meeting.
3.4 Notice
Notice of the date, time, place, purpose and proposed actions to be taken during all Annual or Special Meetings shall be given in writing to all Society Members at least twenty-one days in advance. The Board will notify Members of a special General Meeting by telephone or e-mail as soon as possible. Fifteen percent of the Members shall constitute a quorum at special General Meetings.
3.5 Quorum
Fifteen percent of voting Members constitute a quorum to transact business at an Annual or Special General Meeting.
3.6 Motions and Statements
Any Member wishing to make a motion, Special Resolution, verbal or written statement, or surveyregarding the affairs, policies, programs and activities of the Society at any meeting, shall file a request with the Board for approval twenty-one days prior to the General Meeting, setting forth the reasons for such actions.
3.7 Correspondence
Written correspondence to the Board must be mailed directly to the Society’s official postal address.
3.8 Parliamentary Procedure
Robert’s Rules of Order 1971 or later edition shall prevail at all meetings insofar as they are not inconsistent with the provisions of the Societies Act or these Bylaws.
4.1 General
The Board shall consist of a minimum of six and a maximum of twelve Officers and Directors. The number of Officers and Directors may be changed from time to time by an affirmative vote of three-quarters of the Society Members present at any Annual or Special General Meeting at which quorum has been achieved, for any cause which they may deem reasonable.
4.2 Duties
Each Officer and Director shall be an Officer of the Society in accordance with Article V hereafter. The Board shall, subject to the Bylaws or direction given it by majority vote of the Society Members at any Annual or Special General Meeting properly called and constituted, assume the general management of all affairs, policies, programs and activities of the Society and maintain the Society’s bank account. The Board shall provide regular and timely reports at the General Meetings of the Society respecting the affairs, policies, programs and activities of the Society.
4.3 Board Meeting
Meetings of the
Board shall be held as often as may be required, but at least two times per
year, and shall be called by the President.
Special Board Meetings may be called on the instructions of any three members
thereof, provided they request the President to call such a meeting, and state
the business to be brought before the Board. Board Meetings are
open to all Members provided reasonable advance notice is given to the
President. Only Officers and Directors may vote. The Board has the
right to ask any guest at a Board Meeting to leave the table during
confidential discussions.
4.4 Notice
Notice of Board Meetings shall be given to Board members verbally, in writing or by electronic mail by an Officer at least three days prior to each such meeting. The President shall notify Board members of changes in meeting dates, time or place verbally, in writing or by electronic mail as soon as possible prior to the meeting.
4.5 Quorum
One half plus
one of all the Officers and Directors on the Board
shall constitute a quorum to transact business.
4.6 Voting
Each Officer and Director has one vote.
4.7 Nomination and Election of Officers and Directors
Nominations for Officers and Director, and the offices associated with each such directorship, shall be made by the Past-President or by a Nominating Committee composed of a Chairperson, appointed by the Board at a properly constituted meeting, and at least one-member-at-large selected by such Chairperson with the advice and consent of the Board. The Past-President or Nominating Committee shall present a slate of nominees to the Annual General Meeting of the Society. All seconded nominations shall be voted upon with those nominated by the Past-President or Nominating Committee. Voting shall be done by secret ballot in accordance with the procedures outlines in Article 2.2 above.
4.8 Eligibility
No member shall be eligible to hold the office of an Officer or Director unless they have been a Member in good standing for at least one year, or by an affirmative majority vote of the Board for any cause which such quorum may deem a member reasonable. Members who earn a living from the sale, trade or barter of Palaeontological resources shall not be eligible to hold the office of an Officer or Director.
4.9 Term
Officers or Directors shall be elected for a term of two years commencing July 1st of the same year. There shall be no restriction on the number of terms an Officer or Director may serve.
4.10 Vacancies
Any vacancies of an Officer or Director occurring during the year shall be filled by the Board at a properly constituted meeting. The successor shall serve the remainder of the term of the vacant Directorship.
4.11 Conflict of Interest
Where an Officer or Director, either on his or her behalf or while acting for, by, with or through another, has any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of interest, as a Director, he or she:
I. Shall disclose his or her interest fully at a meeting of the Board in the manner prescribed by the Act: and,
II. Shall disclose his interest and the general nature thereof prior to any consideration of the matter in the meeting: and,
III. Shall not take part in the discussion of or vote on any question in respect of the matter: and,
IV. Shall not in any way whether before, after, or during the meeting to influence the voting on any such question.
The pecuniary or personal interest, direct or indirect, of an immediate family member (parent, spouse, son daughter, brother or sister) shall if known to the Director, be deemed to be also the pecuniary interest of the Director.
4.12 Removal
Any Member of the Board may be removed from office by the Society at a Special Meeting at which quorum has been achieved, for any cause which they may deem reasonable, upon three-quarters vote of the Members present.
4.13 Resignation
Any Director or Officer wishing to resign their position may do so upon notice in writing to the Board. The resignation takes effect immediately.
V. OFFICERS AND DIRECTORS (top of page)
5.1 General
The Officers and Directors of the Society shall provide regular and timely reports to the Board respecting the affairs, policies, programs, and activities of the Society.
5.2 Positions
The Society shall elect, under the provisions of Articles 4.7 and 4.8 hereof, Officers and Directors of the Society to be Officers of the Society as follows: President, Past-President, Vice-President, Secretary, Treasurer/Membership Director, Program Coordinator, Member-at-large. The exiting President of the Board automatically fills the position of the Past-President.
5.3 Committees
Committees composed of a Chairperson and any number of Members of the Society may be formed by the Board at a properly constituted meeting to fulfill such duties as the Board may assign from time to time.
5.4 Term
The term of Officers and Directors are as stated in Article 4.9 hereof. The terms of Committee Chairpersons shall be determined by the Board at a properly constituted meeting.
5.5 President
The President shall be ex-officio Member of all committees and shall, when present, preside at all meetings of the Society and of the Board.
5.6 Vice-President
The Vice President shall attend all meetings and transact relevant society business in the absence of the President. In the absence of the President, the Vice-President shall preside at any meetings, and in the absence of both a chairperson may be elected at the meeting to preside.
5.7 Secretary
The Secretary shall attend all meetings of the Society, and keep accurate minutes of the same. The Secretary shall have charge of all correspondence, books and records of the Society and be under the direction of the President and the Board.
5.8 Treasurer/Membership Director
The Treasurer shall collect, receive and disburse all monies paid to the Society and be responsible for the deposit of same in a Bank. He/She shall properly account for the funds of the Society and keep such books as may be directed. He/She shall present a full and detailed account of receipts and disbursements. He/She shall prepare for submission to the Annual Meeting a statement of the financial position of the Society and submit an annual budget.
The Membership Director shall maintain the Register of Members of the Society, and shall collect and receive the annual fees or assessments levied by the Society.
5.9 Past-President
The Past-President shall be responsible for the nomination and election of Officers and Directors as described in Articles 4.7 and 4.8 hereof. The Past-President shall also perform all duties assigned to this office by the Board.
5.10 Program Co-ordinator
The Program Co-ordinator shall be responsible for arrangement and announcement of presentations at General Meetings. The Program Co-ordinator shall also perform all duties assigned to this office by the Board.
5.11 Member at Large
The Members at Large shall attend meetings of the Board and pursue business of
the Society as directed by the Executive
VI. FINANCE AND OTHER MANAGEMENT MATTERS (top of page)
6.1 Remuneration
No Member, Officer, or Director of the Society shall receive any remuneration for their services as a Member, Officer, or Director. Reasonable expenses incurred while carrying out duties of the Society may be approved for reimbursement by the Board at a properly constituted meeting.
6.2 pending
Expenditures in excess of $100.00 must be prior approved by the Members at a Board Meeting at which quorum has been achieved. Extraordinary expenditures are expenditures for items other than normal operating expenses, budgeting projects, and items supported by designated grants and donations.
6.3 Borrowing
The Society shall not borrow money under any circumstances.
6.4 Contracts
Contracts of a
financial nature shall be signed by the Treasurer
and President, or in the absence of one, by the Vice-President.
Contracts of a non-financial nature shall be signed by the Secretary
and President, or in the absence of one, by the Vice-President.
6.5 Bank Account
Under the direction of the Treasurer, the Society shall open and maintain a bank account to receive fees and other revenue from which expenses of the Society shall be paid. Disbursements shall be made by cheque and shall require the signature of any two Officers with signing authority as approved by the Board and registered with the financial institution. Only Officers and Directors of the Board may be approved for signing authority.
6.6 Audit
The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by two Members of the Society who are recommended to and approved by the Board or an independent auditor or accountant. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditors at the Annual Meeting of the Society.
6.7 Fiscal Year
The fiscal year of the Society shall be June 1 to May 31.
6.8 Books and Records
The books and records of the Society may be inspected by any Member of the Society at the Annual General Meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the Secretary.
6.9 Protection an Indemnity of Officers, Directors and Committee Chairpersons
The Society shall indemnify and save harmless, to the extent permitted by law, all Directors, Officers, and Committee Chairpersons and former Directors, Officers, and Committee Chairpersons, their heirs, executors, administrators, successors and assigns, of and from all cost, charge, losses expense, claims, judgments or settlements sums whatsoever arising out of or in any way incidental to the Director, Officer, or Committee Chairperson and any and all acts or omissions while acting or purporting to act in that capacity, including but not limited to those reasonably incurred with respect to any civil, criminal or administrative action or proceeding, EXCEPT WHERE the Director, Officer or Committee best interests of the Society or, in the case of a criminal or administrative action or proceeding that is enforceable by monetary penalty, the Director, Officer, or Committee Chairperson did not have reasonable grounds for believing that his or her conduct was lawful.
VII. AMENDING THE BYLAWS (top of page)
7.1 Amending the Bylaws by Special Resolution
Amendments to
these Bylaws of the Society may only be made by a Special Resolution, being
the affirmative vote of three-quarters of the
Society Members present at any Annual or Special General Meeting, where
twenty-one days notice of the Annual or Special Meeting of the
Society includes details of the proposed resolution to change the Bylaws.
The amended Bylaws shall take effect after approval of the Special
Resolution at the Annual or Special General Meeting and acceptance or filing
by the Corporate Registry of Alberta.