Southern Alberta Repeater Association (S.A.R.A.) ByLaws
(Adopted AGM June 19, 2010)
Approved by Registries, Alberta Consumer & Corporate Affairs on November 25, 2010.
Any person, corporation, association, society, or other organization, may, subject to these by-laws, become a member of S.A.R.A. Only members who hold an amateur radio license issued by Industry Canada will have a vote.
Representation of Conglomerate (Affiliated) Members
Where a member is a corporation, association, society, or other organization it shall for the purposes of these by-laws, be represented by one (1) individual whom it may from time to time designate.
Classes of Members - Fees
(a) Until the Directors otherwise provide, every member shall be a member in good standing.
(b) Every member in good standing is liable to pay such annual membership fees as may be determined by resolution of S.A.R.A.
(c) Conglomerate (Affiliated) membership fees shall be determined from time to time by resolution of S.A.R.A.
Method of Obtaining Membership
(a) A person becomes a member in good standing by paying, to the Secretary, Secretary/Treasurer or Membership Director, the annual membership fee for the year in which he applies.
(b) A Conglomerate (Affiliated) member becomes a member by paying, to the Secretary, Secretary/Treasurer, or Membership Director, the annual fee for the year in which the Conglomerate (Affiliate) applies.
Payment by Members
Renewals shall be due and payable on the anniversary date of the member's application.
Termination of Membership
(a) A member may withdraw from membership by giving written notice of intention to withdraw to the Board through its Secretary or Secretary/Treasurer.
b) Any member, upon a 66% vote of all members of S.A.R.A. in good standing, may be expelled from membership for any cause, which S.A.R.A. may deem advisable. A member who has been recommended for expulsion shall be given a notice by the Secretary or Secretary/Treasurer of S.A.R.A. at least one week prior to a general meeting at which time said member shall have the opportunity to submit a statement in writing.
(c) Any member who has been expelled and declared not to be a member in good standing may, upon application of reinstatement to S.A.R.A. for membership, be reinstated by a 66% affirmative vote of the members in good standing.
(a) Every member in good standing has one (1) vote at any general meeting or special general meeting of S.A.R.A.
Address for Service
Every member in good standing shall inform the Membership Director of his latest address where notices or other correspondence may be sent. Service of any notice or other correspondence required under these by-laws shall be deemed to have been effected if the notice or correspondence is mailed, couriered, faxed or emailed to the latest address for that person shown in the registry of the Membership Director.
Annual or Special General Meetings
The Annual General meeting of S.A.R.A. shall be held on or before October 31st of each year, at a time and place in Alberta, which the Directors shall determine. Special General Meetings may be called at any time by the President and shall be called by him upon receipt of written request by three (3) or more Directors or by 20% percent or more members. At least twenty-one (21) days notice, in writing, must be given before an Annual General Meeting or Special General Meeting. Amendments to the by-laws and an agenda shall accompany the notice.
A quorum for any Annual General Meeting or Special General Meeting shall consist of 10% percent or 6 members in good standing as of that date, whichever is less, plus a simple majority of the Board of Directors.
Business of the Annual General Meeting
The business of the Annual General Meeting shall include:
(a) Adoption of minutes of the Previous Annual General Meeting;
(b) The Treasurer's Report and the Auditor’s Statement;
(c) The President's Report of the year’s activities;
(d) Reports of Committees;
(e) Election of Officers;
(f) Appointment of qualified auditors for the ensuing year;
(g) Any other business of S.A.R.A. except that no vote shall be taken upon any matter for which notice of a Special Resolution is required unless such notice has been given. The order of business of the Annual General Meeting shall be at the discretion of the President of the Meeting provided that, in general, business and reports relating to the fiscal year shall precede the election of Officers and Directors and the appointment of the auditors.
Method of Voting
Voting at Annual General or Special Meetings shall be by show of hand unless a secret ballot vote is required for special motions (i.e. expulsion or reinstatement of a member). A secret ballot vote is required for the election of Office.
S.A.R A. undertakes to indemnify and save harmless out of the funds of S.A.R.A. any Director, Officer, official, member or volunteer of S.A.R.A., his heirs, executors and administrators and his estate and effects from and against all costs, charges and expenses whatsoever which such Director, Officer, official, member or volunteer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, on or about the execution of the duties of his office and all costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs of S.A.R.A. except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
No Director, Officer, official, member or volunteer of S.A.R.A. for the time being of S.A.R.A. shall be liable for the acts, receipts, neglects, or defaults of any other Director or Officer or for joining in any receipt or act for conformity or for any loss, damage or expense happening to S.A.R.A. through the insufficiency or deficiency of title to any property required by order of the Board for or on behalf of S.A.R.A. or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to S.A.R.A. shall be placed out or invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealing with any monies, securities or other assets belonging to S.A.R.A. or for any other loss, damage or, misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own act, neglect or default if such act, neglect or default is wilful and wrongful.
Board of Directors - Structure
(a) The Board of Directors shall be comprised of the Officers elected at the Annual General Meeting. Any eligible member in good standing for 12 months immediately prior to the election shall be eligible for any office in the Society.
(b) The Board of Directors shall consist of a maximum of ten (10) Directors comprised of the following:
Treasurer (or Secretary/Treasurer)
Immediate Past President
five (5) Directors - at - Large
(c) No person is eligible to be elected or to remain a Director unless he is a member in good standing.
(d) All Board members shall be elected yearly at the Annual General meeting. The maximum term for any Board member shall be 3 years in the same position.
(e) Each Director shall be elected to hold office until re-elected or his successor has been duly elected. The election shall be by secret ballot. Members of S.A.R.A. may, by resolution passed by 66% of the votes which notice specifying the intention, remove a Director or officerbefore the expiration of his term of office. A substitute Board member may be elected for the remainder of the term by a simple majority of the votes cast at that meeting.
(f) The Board shall, subject to the bylaws, have full control and management of the business affairs of S.A.R.A. A simple majority of the Board shall constitute a quorum. Should there fail to be a quorum at any duly called meeting, business transactions at such meeting shall be ratified at the next regularly called meeting of the Board of Directors. Otherwise, such business shall be null and void.
(g) No Director or Officer of the Board shall take it upon himself to commit the resources or finances of S.A.R.A. without prior approval of such a commitment at a duly constituted meeting of the Board of Directors.
(h) Business decisions arising at any meeting of Directors shall be decided by a simple majority vote. All motions and resolutions shall be recorded in the minute book by the Secretary or Secretary/Treasurer.
(i) The Director or officershall receive no remuneration for acting but as such shall be paid reasonable expenses for travelling, meals, and other expenses. Profits or other accretions of S.A.R.A. shall not be used for promoting Directors' personal objectives.
(j) Subject to the direction of the Board of Directors, vacancies on the Board, so long as a quorum of Directors remains in office, shall be filled at the next Annual meeting of members. If there is not a quorum of Directors remaining on the Board, the remaining Directors shall appoint an eligible member in good standing to fill the vacancies interim.
(k) The office of a Director shall be deemed to be vacated where a Director:
(I) resigns his office;
(II) without reasonable excuse absent himself from 3 or more consecutive Board meetings during the year;
(III) is expelled from the Board;
(IV) cease to be a member of S.A.R.A.;
(V) participate directly or indirectly in the profits arising out of a contact between S.A.R.A. and any company, organization, or other association of which he is a member unless he;
(i) discloses fully to S.A.R.A. the nature of his interest in the company, organization, or association, and
(ii) takes no part in the deliberations preceding and involving the making of the contract; or
(VI) is physically or mentally unable to hold office.
(l) An eligible member may be appointed interim for the remainder of the term by the Board of Directors.
Board of Directors - Duties and Functions
(I) The President shall preside at all meetings of S.A.R.A. and shall be an ex-officio member of all committees, excepting the Nominating Committee.
(II) The President shall prepare all Board, General and Annual General Meeting agendas and shall co-ordinate the overall functioning of the Board and delegate duties accordingly.
(III) The President shall, with the Secretary or Secretary/Treasurer, sign all resolutions approved and amended minutes and reports for S.A.R.A.
The Vice-President shall assist in the performance of the President's duties, shall assist in co-ordinating the affairs of S.A.R.A. and shall perform other such duties as are required of the office. In the absence of the President at any meeting of S.A.R.A. or the Board of Directors the Vice-President shall preside.
It shall be the duty of the Secretary to attend all meetings of S.A.R.A. and of the Board to keep accurate minutes. In case of the absence of the Secretary, the duties shall be discharged by such officers as may be appointed by the President.
The Treasurer shall be responsible to receive all Monies paid to S.A.R.A. and shall ensure the deposit of same in whatever bank or financial institution the Board may order. He shall ensure the prompt accounting of the funds of S.A.R.A. and the keeping of such books as may be directed. He shall present a full detailed account of S.A.R.A.'s receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited outlining the financial position of S.A.R.A., and shall retain a copy of same for the records of S.A.R.A.
At the discretion of the Board the positions of Secretary and Treasurer may be combined as Secretary/Treasurer and shall assume the duties and responsibilities of both positions.
(f) Directors - at - Large
The Directors - at - Large shall assume any duties or responsibilities as deemed necessary by the President. The duties and responsibilities shall be assigned at a meeting of the Board and shall not constitute the responsibilities of any other Board member.
(g) Past President (ex-officio)
The Past President is an ex-officio member of the Board and is responsible to the Board to ensure continuity of business initiated in the previous term of office.
The Board of Directors shall comprise the Executive Committee. The Executive Committee shall carry out the day-to-day administration of S.A.R.A. and the requirements of these by-laws.
Meetings of the Executive Committee shall take place no fewer then eight (8) times a year and shall be called by the President.
The Nominating Committee shall consist of a minimum of, but not limited to, 1 member of the existing Board of Directors plus 2 external members to be appointed 2 months prior to the Annual General meeting. The Nominating Committee shall perform the following duties:
(a) interview all current Board members to determine their willingness to continue to serve on the Board of S.A.R.A.
(b) search out and interview possible candidates to recommend to the Board for presentation to the Annual General Meeting of S.A.R.A.
(c) make recommendations to the Board regarding replacement of Board members who for whatever reason cannot continue in their position on the Board until the completion of their term of office.
(d) present a slate of officers at the Annual General Meeting of S.A.R.A.
Ad Hoc Committees
Ad Hoc Committees may be created by the Board for specific duties not included in the mandates of Standing Committees. Prior to being established, these committees must have stated a goal including a budget before being presented annually to the Board for approval and once the task is completed the Committee is dissolved.
Finance, Accounts and Audit
(a) The fiscal year of S.A.R.A. shall end November 30th and the audited financial statements covering the period ended November 30th shall be presented at the Annual General Meeting which shall be held on or before Oct. 31st of each year. The books, accounts and records of the Treasurer or Secretary/Treasurer shall be audited at least once per year by a duly qualified accountant or by two (2) members of S.A.R.A. appointed for that purpose prior to the Annual General Meeting.
(b) All expenditures over $100.00 must be approved by the Board of Directors, but any expenditure may be approved by acceptance and approval of a budget.
(c) Operations accounts may be established for any committee or for routine operations of S.A.R.A. to which the Board members may transfer funds or allow funds to remain for approved budget expenditures. All other funds are to remain in the general account of S.A.R.A. and any two of the following people shall sign all cheques on the general account with the provision that any cheques payable to a Board member shall not be signed by that Board member:
Treasurer or Secretary/Treasurer
(d) No money shall be borrowed by S.A.R.A. except with the approval of a "Special Resolution" of the members provided, however, the Board may borrow such amount as it can show will be paid from general revenues within the time frame of the current fiscal year.
(e) The President and Treasurer or Secretary/Treasurer are authorized, on behalf of S.A.R.A., to sign or endorse securities or financial instruments held by S.A.R.A.
The spending power of the S.A.R.A. Executive shall be limited to the following:
(a) the purchase, upgrading or maintenance of S.A.R.A. owned equipment.
(b) general office and administrative expenses.
(c) short term loans of link radio and control equipment to affiliated repeater owners to access the S.A.R.A. trunk.
Inspection of Books and Records
The books and records of S.A.R.A. may be inspected by any member in good standing at the Annual General Meeting of S.A.R.A. Reasonable notice shall be given to S.A.R.A. and a satisfactory time shall be arranged. Each Director shall at all times have access to such books.
Seal - Use Of
The Board of Directors may adopt a corporate seal which shall be kept in the custody of the Treasurer or Secretary/Treasurer and affixed to such documents as may be authorized.
Rules of Order
In the event of matters arising which are not covered by the By-Laws, rules which will be applied are as stated in "Roberts Rules of Order."
(a) The By-Laws may be rescinded, altered or added to by "Special resolution" passed by a majority of not less than 75% of such members as are present in person at the Annual General Meeting of which twenty-one (21) days written notice specifying the intention to propose the resolution as a Special Resolution is duly given.
(b) Such by-laws shall come into effect once they have been "filed with", and the date stamped by Corporate Registry, Alberta Consumer and Corporate Affairs.
Dissolution of S.A.R.A.
Upon the dissolution of S.A.R.A. and upon payment of all debts and liabilities, the remaining property of S.A.R.A. shall be distributed to one or more not-for-profit organizations in Canada.
In all By-Laws of S.A.R.A., the singular shall include the plural and the plural shall include the singular, the word "person" shall include corporations and societies, and the masculine shall include the feminine. Wherever reference is made to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment of such statute or section as the case may be.
In these by-laws:
(a) "S.A.R.A." means The Southern Alberta Repeater Association.
(b) "Directors" means the Board of Directors of S.A.R.A.
(c) "member" means any person, corporation, association or society or other such organization admitted to membership in S.A.R.A.
(d) "Officer" means any person elected to the Board of Directors.
(e) "Act" means the Act to Incorporate