EDMONTON LIFELONG LEARNERS ASSOCIATION
Charitable # 875 759 912 RR0001
Corporate Access Number 509496030
OBJECTIVES of the EDMONTON LIFELONG LEARNERS ASSOCIATION
To offer adults, in partnership with the Faculty of Extension, University of Alberta, high quality and affordable non-credit educational courses, seminars and workshops which stimulate both mind and body by exploring liberal arts, fine arts, sciences, humanities and physical activities.
BYLAWS of the EDMONTON LIFELONG LEARNERS ASSOCIATION
ARTICLE 1 – PREAMBLE
1.1 These are the Bylaws of the Edmonton Lifelong Learners Association, also referred to as ELLA, a non-profit Association with charitable status, incorporated in Edmonton in the year 2001 under the Societies Act of Alberta.
ARTICLE 2 – DEFINITIONS
2.1 ELLA means Edmonton Lifelong Learners Association.
2.2 Association means the Edmonton Lifelong Learners Association.
2.3 Board means the Board of Directors of the Edmonton Lifelong Learners Association.
2.4 Bylaws mean the Bylaws of the Edmonton Lifelong Learners Association.
2.5 Policies mean the policies of the Board.
2.6 Director(s) means Member(s) of the Board.
2.7 AGM means the Annual General Meeting of ELLA
2.8 Special Meeting means a meeting of the members of ELLA in addition to the AGM.
2.9 Majority means a simple majority of the votes cast by members eligible to vote.
2.10 Eligible to vote refers to Full and Life Honorary and Associate Members are not eligible to vote.
2.11 Special Resolution means a motion to change or amend the Bylaws, or to borrow money on behalf of ELLA, or to dissolve ELLA; and can only be passed at the AGM or a Special Meeting for which the members have had notice of the Special Resolution a minimum of twenty-one (21) days prior to the meeting. To pass a Special Resolution, a minimum of seventy-five percent (75%) of votes cast must be in favour of the motion.
ARTICLE 3 – MEMBERSHIP
3.1 Categories of Membership
3.1.1 The Members of ELLA are:
- Full Members;
- Life Members;
- Honorary Members; and
- Associate Members.
3.1.2 A person fifty (50) years of age or older in the current calendar year may become a Full Member upon payment of the membership fee. A Full Member has the right to be elected or appointed to the Board and has the right to vote at any AGM and Special Meeting.
3.1.3 An individual, who is a member eligible to vote and who has shown outstanding interest or service to ELLA over a period of time, may be appointed Life Member on the recommendation of the Board and the approval of the majority at an AGM. This individual has all the rights and privileges of a Full Member. Membership fee is not required of a Full Member.
3.1.4 An individual may be appointed Honorary Member, on the recommendation of the Board and the approval by a majority at an AGM. Membership fee is not required of an Honorary Member.
3.1.5 Any person less than fifty (50) years of age may become an Associate Member upon payment of the membership fee, but can not be elected or appointed to the Board, and does not have the right to vote.
3.2 The membership fee, if any, for ELLA shall be determined from time to time by the members at an AGM. The membership year is October 1 to September 30 of the following year. The membership fee is due on October 1.
3.3 Any member wishing to withdraw from membership may do so upon notice in writing to the Board through its Secretary. Withdrawal is effective on the date the Secretary receives the notice. The membership fee is non-refundable.
3.4 If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended on December 31 of such year and shall thereafter be entitled to no membership privileges or powers in ELLA until reinstated.
3.5 Any member, upon a majority vote at an AGM, may be expelled from membership in ELLA for any cause which ELLA may deem reasonable.
3.6 No member of ELLA, as an individual, is liable for a debt or liability of ELLA.
3.7 Members are responsible for behaving in accordance with the Bylaws and Objectives of ELLA.
ARTICLE 4 – BOARD OF DIRECTORS
4.1 The Board shall, subject to the Bylaws or directions given to it by a majority vote at the AGM or any Special Meeting properly called and constituted, have full control and management of the activities of ELLA.
4.2 The Board shall consist of no fewer than twelve (12) nor more than twenty (20) current members of ELLA eligible to vote.
4.3 Directors of the Board are elected by a majority vote at the AGM.
4.4 The Board may appoint a new Director to replace a vacancy until the next AGM.
4.5 A person appointed or elected as a Director or Officer becomes a Director or Officer if he/she was present at the meeting when being appointed or elected, and did not refuse the appointment, or if absent had previously consented in writing to act as Director or Officer, or consents in writing within ten (10) days.
4.6 Members of the Board shall be elected for a term of three (3) years and are eligible to be elected for a second consecutive term. After an absence of at least one (1) year from the Board that person may stand again for election to the Board.
4.6.1 The President assumes the Office of Past-President with full Board privileges for one (1) year after that person’s presidency ends, notwithstanding clause 4.6.
4.7 Meetings of the Board shall be held as often as may be required, but at least once every three (3) months. A quorum of the Board shall consist of fifty percent (50%) of the Board Members.
4.8 Meetings of the Board shall be called by the President, or upon the request of any two (2) Members of the Board to the President, provided they do so in writing and state the business to be brought before the meeting.
4.9 Meetings of the Board shall be called by ten (10) days notice in writing mailed to each Member of the Board or by three (3) days notice by email, fax or telephone.
4.10 A Meeting of the Board may be held without notice if a quorum of the Board is present, providing that any business transactions at such meeting are ratified by a majority of the whole Board.
4.11 Any Officer, upon a majority vote of Directors at a Board Meeting, may be removed from Office for any cause the Board may deem reasonable.
4.12 Any Director may be removed from the Board by a vote of two-thirds (2/3) of all the votes cast by members eligible to vote at an AGM or at a Special Meeting.
4.13 Any Director wishing to withdraw from the Board may do so upon notice in writing to the Board through its Secretary. Withdrawal is effective on the date the Secretary receives the notice.
ARTICLE 5 – OFFICERS OF THE BOARD OF DIRECTORS
5.1 Officers of the Board
5.1.1 he Officers of the Board are Directors holding the positions of: President, Vice- President, Secretary, Treasurer, Past-President, and a President-Elect who may or may not hold one of the other Offices. These Officers constitute the Executive Committee, which is under the direction of the Board and reports to the Board. With the exception of the Past- President, the Directors will appoint these Officers at the first meeting of the Board after each AGM. They will be selected from Members of the Board.
5.1.2 The Board may delegate some of its powers to the Executive Committee.
The President shall:
5.2.1 preside at all meetings of the Board, the AGM and Special Meetings.
5.2.2 be an ex-officio Member of all Committees.
The Vice-President shall:
5.3.1 attend and, in the absence of the President, preside at all meetings of the Board, the AGM and Special Meetings.
5.3.2 assist the President in the performance of specified duties.
The President-Elect shall:
5.4.1 attend all meetings of the Board, the AGM and Special Meetings.
5.4.2 assist the President and Vice-President.
5.4.3 become familiar with all the functions of the Board and Association.
The Secretary shall:
5.5.1 attend all meetings of the Board, the AGM and Special Meetings.
5.5. 2 ensure that accurate minutes of all meetings of the Board and ELLA are kept and distributed.
5.5.3 send all notices of the various meetings as required.
5.5.4 have charge of all correspondence of ELLA.
5.5.5 ensure that a record is kept of all members of ELLA and their addresses.
5.5.6 carry out other duties as directed by the Board.
- 6 Treasurer
The Treasurer shall:
5.6.1 attend all meetings of the Board, the AGM and Special Meetings.
5.6.2 ensure that all monies paid to ELLA are deposited in designated financial institutions the Board may order.
5.6.3 properly account for the funds of ELLA and keep such books as may be directed by the Board.
5.6.4 present a detailed account of receipts and disbursements to the Board whenever requested.
5.6.5 prepare for submission to the AGM a duly audited statement of the financial position of ELLA and submit a copy to the Secretary for the records of ELLA.
5.6.6 ensure the necessary information is submitted annually to the appropriate government offices.
The Past-President shall:
5.7.1 assist the Board in an advisory capacity.
ARTICLE 6 – SIGNING OFFICERS
6.1 The signing officers shall be any two of four Officers as appointed by the Board.
ARTICLE 7 – AUDIT
7.1 The financial records maintained by the Treasurer shall be audited subsequent to the completion of the fiscal year by a duly qualified accountant or by two (2) members of ELLA elected for that purpose at the AGM.
7.2 Such auditors shall submit the audited financial statements of ELLA for the previous fiscal year for presentation to the members at the AGM.
7.3 The fiscal year of ELLA shall be October 1 to September 30 of the following year.
7.4 Any member of ELLA, at the AGM or any other time upon giving reasonable notice and arranging a time satisfactory to the Officer or Officers responsible for keeping the books and records, may inspect the books and records of ELLA.
ARTICLE 8 – ANNUAL GENERAL MEETING
8.1 ELLA shall hold an AGM on or before May 30 in each year.
8.2 Notice of the AGM shall be sent in writing by email or mail to the last known address of each member at least twenty-one (21) days prior to the date of the meeting. Failure of someone to receive the notice does not negate the validity of the meeting.
8.3 At this meeting, the Directors required to fill the vacancies are elected by a majority. The Directors so elected shall become part of the Board and shall serve until their successors are elected or installed. Any vacancies occurring during the year to the Board may be filled by appointment by the Board until the next AGM.
8.4 Members shall be given the right to nominate any current member as a Director candidate. Nominations must be given to the Recruitment Committee at least five (5) days prior to the AGM. Nominations from the floor will not be accepted.
8.5 The Agenda will include written reports from Committees, topics suggested by the Board and an audited financial statement. Any specific motions by a member must be received in writing by email or mail, by the Secretary at least five (5) days prior to the meeting. Additions to the Agenda will be accepted at the AGM if a majority of the votes cast support the addition.
8.6 A quorum at the AGM will be thirty (30) members eligible to vote.
ARTICLE 9 – SPECIAL MEETINGS
9.1 A Special Meeting of ELLA may be called at any time by the Secretary upon the instructions of the President or Board, or by the President or Secretary upon receipt of a petition signed by twenty percent (20%) of the members eligible to vote and setting forth reasons for calling such a meeting.
9.2 Notice of a Special Meeting shall be sent in writing by email or mail to the last known address of each member at least seven (7) days prior to the date of the meeting. Failure of someone to receive the notice does not negate the validity of the meeting.
9.3 A quorum at a Special Meeting of ELLA will be thirty (30) members eligible to vote.
ARTICLE 10 – VOTING
10.1 Any member eligible to vote shall have the right to vote at the AGM or any Special Meetings of ELLA. Such votes must be made in person and not by proxy or otherwise.
10.2 A motion is passed by a majority of the votes cast, using a show of hands, unless two-thirds (2/3) of the members present request a secret ballot.
10.3 The President can, but is not obliged to, vote only once, and only to affect the result, either by breaking a tie in order to pass a motion, or to cause a tie in order to defeat a motion. The President cannot vote twice, once as a Member and again as the presiding officer.
ARTICLE 11 – ASSOCIATION SEAL
11.1 The Association has no seal.
ARTICLE 12 – REMUNERATION
12.1 Unless authorized at any AGM or Board Meeting and after notice for same shall have been given, no Officer, Director, or member of ELLA shall receive remuneration for his/her services, except for those members who instruct the listed courses, and except for reimbursement of authorized expenses.
ARTICLE 13 – BORROWING POWERS
13.1 For the purpose of carrying out its objectives, ELLA may borrow or raise or secure the payment of money in such a manner as it thinks fit, and in particular by the issue of debentures. This power shall be exercised only under the authority of ELLA, and in no case shall debentures be issued without the sanction of a Special Resolution passed by seventy-five percent (75%) of the votes cast by members eligible to vote at an AGM or a Special Meeting where notice of the motion to borrow has been given at least twenty-one (21) days prior to the meeting.
ARTICLE 14 – COMMITTEES
14.1 All Standing Committees and Ad Hoc Committees are under the direction of the Board and report to the Board.
14.2 Standing Committees may include, but are not limited to the following:
Bylaws and Policies Committee
Program Development Committee
Program Implementation Committee
14.2 Ad Hoc Committees may be formed by the Board to meet specific needs.
14.3 The Board shall designate one (1) or more persons to chair each of the committees. That person is responsible for appointing other people to the committee.
14.4 Each committee shall be responsible for developing Policies and Procedures for approval by the Board.
14.5 A Committee Chair may be removed by a majority vote of the Board.
14.6 From time to time, the Board may establish or dissolve Standing Committees.
ARTICLE 15 – BYLAWS
15.1 The Bylaws may be rescinded, altered or added to by a Special Resolution passed by seventy-five percent (75%) of the votes cast by members eligible to vote at an AGM or a Special Meeting, where notice of the motion for changes to the Bylaws has been given at least twenty-one (21) days prior to the meeting.
ARTICLE 16 – RULES OF ORDER
16.1 Meetings of ELLA, Board and Committees will be guided by Robert’s Rules of Order.
ARTICLE 17 – DISSOLUTION
17.1 ELLA may be dissolved by a Special Resolution passed by seventy-five percent (75%) of the votes cast by members eligible to vote at the AGM or a Special Meeting, where notice of the motion for dissolution has been given at least twenty- one (21) days prior to the meeting.
17.2 Upon dissolution all remaining assets and funds will be distributed to a qualified non-profit organization or organizations.
Passed by the Members of ELLA at the AGM on May 15, 2012. Filed by Alberta Corporate Registry on July 5, 2012.
Last reviewed February 19th, 2017