Lac Ste. Anne and Lake Isle Water Quality Management Society

By-Law #2

Amended August 18 2018

 

1. NAME

 

The name of the organization shall be the "Lac Ste. Anne and Lake Isle Water Quality Management Society", and the acronym shall be “LILSA”, “Lake Isle Lac Ste Anne”. LILSA is a non-profit organization organized and existing under the laws of the Province of Alberta.

 

2. HEAD OFFICE

 

The head office shall be named from time to time as to the address of the Secretary-Treasurer unless otherwise directed by a majority vote of the Board of Directors.

 

3. OBJECTIVES

 

The objectives of LILSA are to:

 

• Undertake the collection of data and information to increase knowledge of lake functions and management options; share and disseminate information and experiences on all aspects of lake and watershed management.

 

• Educate and increase the public’s understanding of the importance of lakes and their watersheds by (i) offering courses, seminars, conferences and meetings; (ii) by collecting and disseminating information on that topic; and (iii) for educational purposes which foster research or the advancement of knowledge in aquatic sciences.

 

• Participate in the development of local, provincial and national programs that promote lake and watershed management and/or encourage the protection of the lakes and watersheds.

 

• Provide expertise to and collaborate with other organizations, agencies and individuals concerned with lakes and lake-watershed improvement and protection.

 

4. MEMBERSHIP

 

The membership of the Society shall consist of and be open to all individuals, municipalities, institutions, corporations and organizations whose interests are consistent with the objectives of the Society. The Society shall consist of Individual Members, Family Members, Association Members, and Lifetime Members. The sole requirement for membership in the Society shall be an unselfish interest in the purpose and objectives of the Society.

 

4.1 Individual Members - Any adult person 18 years of age or older may become a Member of the Society upon application to the Society and payment of dues specified by the Board of Directors. Each Individual Member shall be entitled to one vote on each question arising at any special or general meeting of the members.

 

4.2 Family Membership – The category of Family Membership was created in order to avoid duplicating efforts and mail-outs, in the case where two or more Members have the same mailing address. One (1) member of any family holding a Family Membership may be designated to vote.

 

4.3 Association Members - Subject to the approval of the Board of Directors, any corporate or non-profit organization, Association, or Municipality is eligible for an Association Membership upon application to the Society. The fees structure within the membership category may differ. An organization holding an Association Membership may send any of its Members to Annual Meetings and/or other events held by the Society. Since organizations holding an Association membership are likely to represent a large number of individuals, they deserve a stronger say in the affairs of the Society. Consequently, up to four (4) Members of any organization holding an Association Membership may be designated in writing by the Organization's Director, Executive Secretary or Chairman to vote on behalf of that organization.

 

4.4 Lifetime Member – In the early years of the Society, Lifetime Memberships were offered by the Society. Any person, municipality, or organization, who are registered with the Society as Lifetime Members, shall retain this status in the same manner as the current members. There will no longer be Lifetime Memberships available.

 

4.5 Member in Good Standing - is a Member who is not in default of any fees or dues payable to the Society and who has not been disbarred from membership by a 3/4 majority decision of the Board of Directors confirmed by a majority vote at the next General Meeting.

 

4.6 Withdrawal from Society - Any Member wishing to withdraw from membership may do so by notifying in writing the Board of Directors through its secretary. No reimbursement of any portion of dues or fees shall be made without authorization of the Board of Directors. Such authorization shall not normally be granted.

4.7 Revocation of Membership - If any Member is in arrears of fees for any year, such Member shall have their membership automatically revoked on the first day of the seventh month following the expiration date.

Any Member may be expelled from membership for any cause which the Society may deem reasonable. Such expulsion may be reversed by a majority vote of the Members at any Annual Meeting subsequent to the expulsion.

 

5. FEES AND CONTRIBUTIONS

 

5.1 All members shall pay a membership fee as determined from time to time and passed at a meeting of the Board of Directors. This fee entitles members to a one-year membership in the Society.

 

5.2 The commencement dates of annual membership shall be the first day following the end of the fiscal year. Membership initiated after this date will start on the day that the annual fees are paid.

 

5.3 Nothing herein shall preclude the acceptance of donations or other funds from any source in support of the work of the Society but such acceptance shall be subject to review and approval by the Board of Directors.

 

6. BOARD OF DIRECTORS

 

                  The Board and the Board of Directors are synonyms.

 

6.1 The Board of Directors shall be responsible for all business of LILSA and shall determine matters of policy. The Board may also make rules and regulations governing the establishment and operation of affiliated units (sub-groups) of LILSA.

 

6.2 The Board of Directors, hereinafter designated as the Board, shall hold no fewer than four meetings annually, and shall meet at the call of the President or Vice-President. The Agenda of the business to be transacted shall accompany each notice of a Board Meeting. Members of the Board unable to attend the meeting may transmit in writing to the Secretary, their views on the matters to be taken up at the meeting and such views shall be given due consideration by the Board.

 

6.3 A quorum shall be four (4) of the Directors. In the absence of a quorum at a duly called meeting, a lesser number may adjourn the meeting.

 

6.4 The Directors shall receive no remuneration from LILSA for acting as such except for repayment of reasonable expenses incurred by them in the normal course of their duties.

 

6.5 The Society may provide financial assistance to members of the Board of Directors to defray expenses incurred by them in attending meetings of the Board. Allowances for expenses shall be determined by a majority vote of the Board.

 6.6 The Board of Directors of the Society shall consist of up to ten  Members in Good Standing. The members shall be chosen, insofar as possible, to represent the varied interests and areas of expertise and competency that are of concern to LILSA.

 

6.6.1 The Alexis Nakota Sioux Nation may nominate one (1) community member to be a voting director of the Society

 

6.6.2 The County of Lac Ste Anne may nominate one (1) Council member to be a voting director of the Society

 

6.6.3 The County of Parkland may  nominate one (1) Council member to be a voting director of the Society

 

6.7 Each Member of the Board shall hold office for no more than two consecutive terms. The terms of office shall be staggered so that two of the Board positions are subject to election each year. A term is equal to four years.

 

6.8 The election of board members shall take place at the annual general meeting. The seven, and subsequent two directors, shall be those candidates who receive the most votes from among the candidates seeking election. The newly elected directors shall take office immediately after being elected. All outgoing officers shall be expected to complete any short-term assignments that they have started while a director of the Society. At the discretion of the Board of Directors, responsibility for the completion of longer-term assignments shall normally be transferred to newly elected directors.

 

6.9 The Board shall, in advance of each Annual Meeting, appoint a Nominating Committee whose function it shall be to prepare, in advance of each Annual Meeting, a list of names of Members in Good Standing that are willing to serve as members of the Board. The Nominating Committee shall endeavor to establish a sufficient number of nominations that there be at least one Member nominated for each vacancy on the Board. Prior to the Annual Meeting, the Nominating Committee shall present to the Board nominations for membership to the Board of Directors.

 

6.10 In addition, Members in Good Standing, at the Annual Meeting, may be nominated for the Board by any Member in Good Standing.

 

6.11 Voting for nominees to the Board shall be conducted by secret ballot at the Annual Meeting. A ballot containing the names of the candidates shall be distributed to all voting members who shall identify the seven persons, and subsequent two persons, that they wish elected. The successful directors shall be those seven individuals, and subsequent two individuals, that receive the most number of votes. The Chairman of the Annual Meeting, normally the President or Vice-President of the Society, shall appoint two persons to count the ballots and to report the results to the meeting. Any nominee may appoint a scrutineer to observe the ballot counting. By motion, all ballots shall be destroyed at the completion of the election.

 

6.12 In the event that a vacancy occurs on the Board, the vacancy may be filled from among the Members in Good Standing by a majority vote of the Board. The term of office shall terminate on the date of expiry of the term of the original incumbent so as to maintain the staggered terms of office of the Directors.

 

6.13 Any member of the Board may resign from office by notice in writing addressed to the President of the Society.

 

 

6.14 The Board of Directors may ask a director to step down from their position if that person has missed three (3) consecutive board meetings. A director may also be asked to step down, if in the opinion of the Board, that person has repeatedly neglected to carry out their assigned committee duties.

 

6.15 Voting: Questions arising at any meeting of Directors shall be decided by a majority of votes. All Directors may vote on any question. In case of an equality of votes, the motion shall be defeated. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as proof of the resolution passing or being defeated.

 

6.16  Leave of absence: A member of the Board of Directors may, with approval of the Board, take a leave of absence of up to one year. To maintain the staggered terms of office of the Directors, said leave will be charged against the member’s term of office.

 

7. COMMITTEES

 

7.1 The Board shall set up such standing and temporary committees that they deem necessary to adequately serve the needs of the Society. Each standing or temporary committee shall consist of a Chairperson to be named by the Board and committee members recruited by the Chairperson. A temporary committee shall exist only so long as it serves a current, useful purpose. A temporary committee may be dissolved by the Board if in the Board’s opinion it no longer serves the current, useful description above.

 

7.2 The Board and Committees established by the Board may transact business at a meeting, by a telephone conference call, fax, e-mail, or by any other method of communication in accordance with standard business practices.

 

8. EXECUTIVE OFFICERS

 

8.1 Following each Annual Meeting, the Board shall elect from among its members a President, Vice-President, Secretary-Treasurer.

 

8.2 The term of office for all executive positions shall be for two (2) years, with the possibility of renewal following each Annual Meeting.

 

8.3 Any officer may be immediately removed from office by special motion made at a Board of Directors meeting in which at least 75% of the directors are present. The motion shall require a 75% majority vote to be passed. The officer(s) in question shall be informed in writing of the intent to put forward such a motion at least seven (7) days prior to the Board Meeting date.

 

8.4 The outgoing President shall become Past-President.

 

8.5 Any officer may resign from office upon providing written notice to the Board through the Secretary and the Board may elect a Member of the Board to serve in place of the resigning officer.

 

9. MANAGEMENT

 

9.1 The affairs of the Society shall be managed by the Board of Directors. The Directors shall see that all necessary books and records of the Society required by the by-laws or by any other statute or law are regularly and properly kept.

 

9.2 The President shall have general supervision of the affairs of the Society and shall report to and be a member of the Board. He or she will be responsible for providing broad leadership and direction to the organization and for arranging meetings of the Board. Major responsibilities will include providing the Board of Directors with periodic reports on the condition of the organization and on external developments which can influence the LILSA future, and providing consistent progress towards achievement of the organization’s vision, mission, and financial objectives. The President will serve as the chief spokesperson for the organization and represent it to appropriate outside groups. The President with the Vice President or other officers appointed by the Board shall sign all bylaws.

 

9.3 The Vice-President shall assist the President in supervising the affairs of the Society. In the absence of the President, the Vice-President shall preside over any meeting or other business.

 

9.4 The Secretary-Treasurer will be the official Contact Officer, who will be responsible generally for the drafting of the Board’s correspondence and literature. The Secretary shall:

- keep a written record of the proceedings which ensued during each meeting of the Society and the Board.

- attend to and keep a record of the correspondence of the Society,

- present all correspondence received at the next applicable meeting.

- certify all documents required to be certified,

- send out renewal notices,

- maintain an up-to-date mailing list and membership records.

- the Secretary may delegate these duties as needed.

 

9.5 The Secretary-Treasurer shall be responsible for advising the Board of Directors on fiscal matters. The Secretary-Treasurer shall also be responsible for the safe custody of all financial books and records and must release no information from these books except as authorized by the Board. In addition, the Secretary-Treasurer shall:

- attend to the collection and recording of any monies due the Society and shall certify as to the accuracy of all bills and vouchers presented for payment,

- prepare a statement of the financial standing of the Society on the request of the Board and for every Annual Meeting,

- deposit funds in an accredited bank, credit union or trust account in which funds are guaranteed by the Government,

- send out all receipts and payments from the accounts payable, and

- complete a financial summary of the Annual meeting.

 

9.6 The past President shall become the chair of the Nomination Committee.

 

9.7 Cheques shall be signed by any two of the President, the Vice-President, or Secretary-Treasurer. Payment of all accounts except for items of petty amounts shall be by cheque. 

 

10. RULES OF ORDER

 

All meetings of the Society and the Board shall be conducted in accordance with the latest edition of "Robert's Rules of Order", except where such conflicts with the By-laws of the Society.

 

11. BORROWING POWERS

 

The power to borrow shall be exercised only under the authority of the Society as voted upon by the majority of Members in Good Standing at an Annual Meeting and only after a recommendation to borrow has been submitted at the Annual Meeting by the Board of Directors.

 

12. INSPECTION AND CONFIRMATION OF RECORDS

 

The financial records of the society must be audited once per year. The executive may either contract with an accountant to audit the financial records or designate two (2) members at large, neither of whom are a Director, of LILSA to audit them. The audit will be presented to the general membership at the next Annual Meeting. Any Member in Good Standing may be allowed to examine the books at a reasonable time if they have submitted the request in writing to the Secretary-Treasurer and the information is public information. The Board members at all reasonable times shall have access to such books and records.

 

13. MEETINGS OF THE SOCIETY

 

13.1 The Annual General Meeting of the Society shall be held no later than 8 months following the end of each fiscal year and notice thereof shall be mailed at least thirty (30) days prior to the date of the meeting. Said notice should contain the Agenda and the names of Members nominated in advance for election to office. Each Member in Good Standing shall have one (1) vote and each Group Membership shall have up to two (2) votes. No single individual can have more than one (1) vote regardless of Membership status. Proxies will be permitted for Special Resolutions only. Proxies must be in written form and must contain the stated “Special Resolutions”, a provision to indicate the vote, the date, and the member’s name and signature.

13.2 At every Annual General Meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the minutes of the previous elections meeting and the report of the auditors shall be presented.

 

13.3 A Special Meeting shall be called on the written request of not less than nine (9) Members in Good Standing. Notice of the Special Meeting shall be sent within ten (10) days of the receipt of the request and the meeting shall be held not later than twenty (20) days after notice of the Special Meeting has been mailed to all Members in Good Standing. The notice shall state the business to be transacted and no other business may be transacted at that Special Meeting.

 

13.4 Nine (9) members in good standing, of which three (3) cannot be Board Members, shall constitute a quorum for any meeting.

 

13.5 At all meetings of members, every question shall be decided by a majority of votes of the members present in person or represented by law. Every question shall be decided in the first instance by a show of hands. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairperson that a resolution has been carried or not carried and an entry to the effect in the minutes shall be admissible as proof of the number or proportion of the votes accorded in favour or against such resolution.

 

14. FISCAL YEAR

Unless otherwise ordered by the Board of Directors, the fiscal year shall terminate on the 31st day of July in each year.

 

15. AMENDMENTS TO BY-LAWS OF THE SOCIETY

 

Proposed amendments to the By-laws of the Society shall be submitted in writing by a Member (or Members) in Good Standing to the Secretary-Treasurer not less than thirty (30) days before the date of a Special or General Meeting of the Society. The text of the proposed amendments or additions to the by-laws shall be emailed to all Members in Good Standing not less than fifteen (15) days prior to the meeting at which the proposals are to be brought forward. Formal acceptance of any proposed amendments can only be made by motion and by a majority vote in favour of the amendments. The necessary motions for the proposed amendments must be included in the agenda for the meeting.

The bylaws may be amended by “Special Resolution” at a General Meeting provided that:

- 21 days or more prior notice of the amendment has been given, and

- 75% of members in good standing attending in person and by proxy have voted in favour of the Special Resolution.

 

“Special Resolution” is defined in the Societies Act.

Copies of the motions for the amendments passed by 75% of the Members in Good Standing at a General Meeting must then be forwarded to the Registrar for Societies under the Societies Act of Alberta.

16. LIABILITIES

 

16.1 Each Director or Officer or other person who performs services for the organization at the request of LILSA and who does not receive compensation other than reimbursement of expenses shall be immune from civil liability to the extent provided by applicable law. LILSA indemnifies each Director or Officer or such persons as described above against all costs or charges that result from any act done in his role for the organization. LILSA does not protect any Director or Officer or such persons as described above for acts of fraud, dishonesty, or bad faith.

 

16.2 No Director or Officer or other person who performs services for the organization at the request of LILSA and who does not receive compensation other than reimbursement of expenses is liable for the acts of any other Director, Officer or employee. No Director or Officer or such persons as described above is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with LILSA. 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 organization, unless the act is fraud, dishonesty or bad faith

 

17. DISSOLUTION

 

The society may be dissolved only by an extraordinary resolution to do so and by the consent of two-thirds (2/3) of all members present at a general meeting in person and by proxy. Upon dissolution of the Society, and after payment of all debts and liabilities, the remaining assets of the Society shall be disposed of or distributed to one or more of the following categories of recipients as the Board of Directors shall determine:

(a) A registered charity or qualified donor as listed in the Income Tax Act; or

(b) A new organization formed by the merger of LILSA with another society (the newly formed organization must be a registered charity or qualified donor as listed in the Income Tax Act); or

(c) A registered charity or qualified donor listed in the Income Tax Act having similar aims and objectives as the society.

The society shall further act on the advice and instruction provided by the Registrar for Societies in Alberta regarding the dissolution of the Society including, but not limited to, providing a Statutory Declaration confirming the distribution and disposition of assets, as well as forwarding a copy of the motion passed by the members to dissolve the Society to the Registrar for Societies in Alberta.

 

18. REPEAL

 

 

 

 

PASSED by AGM on August 18, 2018

© 2014 Lake Isle & Lac Ste. Anne Water Quality Management Society (LILSA)