Alberta Disability Workers Association

BYLAWS 26 April 2011 MEMBERSHIP 1. Membership fees in the Association shall be determined, from time to time, by the members at a general meeting. 2. a. Any person residing in Alberta, and being of the full age of 18 years and meeting membership requirements outlined by the membership committee, may become a member upon payment of the fee. b. Post secondary students currently registered in a full time Disabilities Studies Program may become members of ADWA at a reduce fee, which is set by the membership Committee from time to time, by applying for membership through the Membership Committee Chairperson. The reduce fee is then applicable for the duration of the members schooling. 3. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Association until reinstated. Any member upon a majority vote of the Board may be expelled from membership for cause which the Board may deem reasonable. 4. Duties of Officers a. PRESIDENT The President shall be ex-officio a member of all committees; shall chair all regular and special Board and General Membership meetings; shall Chair the Executive Committee; undertake with the Vice President the evaluation of the senior staff; will act as a Signing Officer for the Association; and be the official spokesperson of the Association. b. VICE-PRESIDENT The Vice President shall preside at meetings in the Presidents absence; replaces the President at various functions when asked; is a member of the Executive Committee and participates with the President in the evaluation of the Agencies senior staff. BOARD OF DIRECTORS 5. Board of Directors, Executive Committee, Association or Board, shall mean the Board of Directors of the Alberta Disability Workers Association. 6. 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 Association. Meetings of the Board shall be held as often as may be required, but at least once every
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three months, and shall be called by the president. A special meeting may be called on the instructions of any directors provided they request the president in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days notice in writing by mail to each director, or by two days notice by fax, telephone or e-mail. Any five directors 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 regularly called meeting of the Board; otherwise they shall be null and void. 7. a. A person elected or appointed 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 a director before the appointment or election, or within 10 days after the appointment or election, or if they acted as a director pursuant to the appointment or election.

b. no person holding a contract for employment or is an immediate relative of a person holding a contract for employment; or any other conflict by which that person directly or through an Association, personal or corporate, derives a benefit from the Association shall hold office as a Director unless he/she has disclosed the nature of that conflict to a general meeting of the membership and received the approval of a simple majority of members present at the meeting to hold the position of Director. c. Nominations for the position of Director shall be vetted by the Nominations Committee before they are presented to the general membership Any member in good standing may apply to the Nominations Committee for consideration up to 20 days prior to the Annual General Meeting. The Nominations Committee shall be appointed by the Board at least three months in advance of each AGM; it is formed with two or more members of the Board, none of whom are slated for re-election that year. 8. 9. There shall be eight directors and a president. The term of office for each director shall be three years. A director may serve only three consecutive terms. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the Association may deem reasonable.

SECRETARY 11. It shall be the duty of the secretary to attend all meetings of the Association and of the Board, and to keep accurate minutes of the same. She/he shall have charge of the seal of the Association which whenever used shall be authenticated by the signature of the secretary and the president, or in the case of the death or disability of either to act, by the vice president. In case of the absence of the secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The secretary shall have charge of all correspondence of the Association and be under the direction of the president and the Board. 12. The secretary shall also keep a record of all the members of the Association and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the Association. Such monies shall be promptly turned over to the treasurer for deposit in a bank, trust company, credit union or a treasury branch as required.

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TREASURER 13. The treasurer shall receive all monies paid to the Association and be responsible for the deposit of same in whatever bank, trust company, credit union, or treasury branch the Board may order. He/she shall properly account for the funds of the Association and keep such books as may be 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 general meeting a statement duly audited of the financial position of the Association and submit a copy of same to the secretary for the records of the Association. The office of the secretary and treasurer may be filled by one person if any annual meeting for the election of officers shall so decide. AUDITING 14. The books, accounts and records of the secretary and treasurer shall have a review engagement done at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the annual meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the annual meeting of the Association. The fiscal year of the Association in each year shall be 1 April to 31 March. 15. The books and records of the Association may be inspected by any director or member of the Association upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. MEETINGS 16. The Association shall hold an annual meeting on or before September in each year, of which notice in writing to the last known address of each member shall be mailed 20 days prior to the date of the meeting. At this meeting there shall be elected a president and vice president, and directors who so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year may be filled by Board appointment. Any voting member in good standing shall be eligible to any office in the Association. 17. General meetings of the Association 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 address of each member, sent in the mail ten days prior to the date of such meeting. A special meeting shall be called by the president or secretary upon receipt of a petition signed by one-third of the voting members in good standing, setting forth the reasons for calling such meeting, which shall be by letter to the last known address of each member, sent in the mail ten days prior to the meeting. 18. Twenty members in good standing shall constitute a quorum at any general or special meeting.

VOTING 19. Any voting member who has not withdrawn from membership nor has been suspended or expelled and is in good standing shall have the right to vote at any general or special meeting of the Association. Such votes may be made in person or by authorized proxy.

REMUNERATION
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20.

No director or member of the Association shall receive any remuneration for his/her services.

BORROWING POWERS 21. For the purpose of carrying out its objects, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Association, and in no case shall debentures be issued without the sanction of a special resolution of the Association. INDEMNIFICATION 22. Each director and officer holds office with protection from the Association. The Association indemnifies each director or officer against all costs or charges that result from any act done in his or her role for the Association. The Association does not protect any director or officer for acts of fraud, dishonesty, or bad faith. 23 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 Association. No director or officer is liable for any loss due to an oversight or error in judgment, or by an act in his or her role for the Association, unless the act is fraud, dishonesty or bad faith. 24. Directors and officers can rely on the accuracy of any statement or report prepared by the Associations auditor. Directors or officers are not held liable for any loss or damage as a result of acting on that statement or report. COMMITTEES 25. The Board may create, appoint and disband such committees as it deems necessary.

BYLAWS 26. The bylaws may be rescinded, altered or added to by a special resolution.

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