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Established 1976
Nisku Business Association Bylaws
   
Pursuant to The Societies Act, being Chapter 347 of The Revised Statutes of Alberta 1994 and amendments thereto:

The following constitute the bylaws of the Nisku Business Association, hereinafter referred to as the N.B.A., formerly registered on January 13, 1977 under the Societies Act of the Province of Alberta as the Nisku Industrial Park Businessmen's Association.

I. MEMBERSHIP

A. Eligibility
All companies, businesses, organizations, individuals or business-related entities shall be eligible to become members of the N.B.A. Such companies/ businesses /organizations/individuals or business related entities so named will become members in good standing immediately upon payment of the annual dues as outlined in section II of these bylaws and approval of The Board of the N.B.A.. An organization or business-related entity receiving government funding may apply to become a member of the Nisku Business Association, but such application will require the approval of The Board of the N.B.A..

B. Membership Privileges and Responsibilities
Every member in good standing shall have the right:
  • To attend general meetings of the N.B.A. and all special meetings open to the membership;
     
  • To inspect the books and records of the N.B.A. at the Associationís Annual general meeting and/or other general meeting of the Society;
     
  • To appoint an individual employee or officer of their member company as their representative to carry out membership responsibilities and/or partake in designated membership privileges;
     
  • To receive preferred member rates to Association events and for Association publications; and
     
  • To partake in membership programs and activities open to all members.

Members located or owning property or facilities, inclusive of utility amenities, within the boundaries of Nisku Industrial Business Park and paying Nisku property taxes, either directly or indirectly through rent, will be eligible to hold office as a member of The Board of the N.B.A and to fill an NBA Executive Committee position (Chairperson, Past-Chairperson, Vice-Chairperson, Secretary-Treasurer). Such members will have one vote on all motions brought forward at all NBA general and/or special meetings and will be entitled to vote by proxy provided such proxy is filed with the meeting Secretary or the N.B.A. Secretary-Treasurer prior to the meeting commencing. Otherwise such proxy or proxies shall be null and void.

Members neither located nor owning property or facilities, inclusive of utility amenities, within the boundaries of Nisku Industrial Business Park and therefore not paying Nisku property taxes will be eligible to hold office as a member of The Board of the N.B.A but will not be allowed to fill an Executive Committee position or have voting privileges.

The N.B.A. Board of Directors shall have the right to appoint Nisku Business Association Honorary Members at any time but Honorary Members shall have no rights to hold office or vote.

C. Replacement of A Memberís Designated Representative
Any member company or business may name a replacement of its designated employee or officer representative, provided the replacement meets eligibility requirements, upon written notice addressed to The Chairperson of the N.B.A..

D. Revocation, Termination or Suspension of Membership
Member companies and or their Designated employee representatives may have membership in the N.B.A. and or membership privileges suspended or revoked by The Board for conduct which The Board deems detrimental to the interest of the N.B.A. or its members. A member company and or its Designated employee representative shall cease to be a member in good standing by reason of resignation from the N.B.A. or non-payment of dues.

II. FEES

  1. The Board may, from time to time, fix the membership fees.
  2. The annual fee of each member shall be payable within 30 days from date of invoice.

III. STRUCTURE

  1. The Board, nominated and approved by the membership at the Annual General Meeting, shall conduct the affairs of the N.B.A..
     
  2. The Board shall consist of no fewer than seven members.
     
  3. Any member in good standing shall be eligible to designate an employee or officer of its member company or business for nomination to The Board.

IV. ELECTION OF OFFICERS/ REMOVAL OF OFFICERS

  1. The Board shall, at the first general meeting of The Board after the Annual General Meeting, elect an Executive Committee from its ranks, consisting of a Chairperson, two Vice-Chairpersons, and a Secretary-Treasurer. The Immediate Past-Chairperson shall also sit as a member of the Executive Committee. Should the Immediate Past-Chairperson be unable to fill the said office, his position shall be fulfilled by a Director of The Board as approved by The Board of Directors.
     
  2. Any member of The Board or the Executive Committee may be removed from office by motion approved at any general meeting of The Board.

V. POWERS AND DUTIES OF THE BOARD

  1. The Board shall conduct the affairs of the N.B.A., including but not limited to:
     
    • Controlling all financial accounts and disbursements.
       
    • Appointing committees.
       
    • Filling vacancies which may occur on The Board between Annual General Meetings.
       
    • Formulating policy within the framework of the N.B.A. bylaws.
       
    • Electing the Executive Committee from amongst its members.
       
    • Expelling or suspending any member of The Board, the Executive Committee, or the N.B.A. by motion of The Board.
       
  2. The Board may exercise all powers granted to it pursuant to The Societies Act of the Province of Alberta.
     
  3. For the purposes of carrying out its objectives, The Board may borrow or raise or secure the payment of money in such a manner as The Board may see fit.

VI. POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE

  1. The Chairperson of the N.B.A., as Chief Executive Officer of the N.B.A., shall direct and coordinate the affairs and activities of the N.B.A., including:
     
    • Calling and chairing general meetings of the N.B.A. on a regular basis, including the Annual General Meeting.
       
    • Sitting as an ad hoc member of all committees.
       
    • Executing documents and acting on any item of business as directed by The Board.
       
    • Reporting to the membership on the affairs and activities of the N.B.A. at the Annual General Meeting.
       
  2. The Vice-Chairpersons shall:
     
    • Assume the duties of the Chairperson in that individual's absence.
       
    • Attend general meetings of the N.B.A. on a regular basis.
       
    • Perform other duties as assigned by The Board.
       
  3. The Secretary-Treasurer shall:
     
    • Ensure that accurate records are maintained of the affairs of the N.B.A., including the recording of minutes of all meetings, and the maintenance of membership information. Under the direction of the Secretary-Treasurer, the office administrator/Executive Assistant shall be responsible for the taking, preparing and keeping the minutes of the society. In the absence of the office administrator/Executive Assistant, the Secretary-Treasurer will be responsible to ensure these duties are fulfilled.
       
    • Ensure that all annual dues or assessments of the N.B.A. are levied and collected; that proper and accurate accounting records are prepared and maintained for all funds of the N.B.A.; and that an accounting of the financial affairs of the N.B.A. is provided to the membership at the Annual General Meeting.
       
    • Ensure that proper notice is given for all meetings.
       
    • Attend general meetings of the N.B.A. on a regular basis.

VII. PAYMENT OF THE BOARD

No member of The Board shall receive remuneration for services provided to the N.B.A. unless such payment is specifically authorized by a motion of The Board.

VIII. MEETINGS

  1. General meetings:
     
    1. Annual General Meeting: An Annual General Meeting of the N.B.A. shall be held in the month of April of each year if possible, but no later than June 30. Notice of this meeting shall be given in writing to all members at their location of record, at least seven days prior to the meeting, and no fewer than ten members in good standing shall constitute a quorum. The Board will be nominated and approved at this meeting. The books and records of the N.B.A. may be inspected at the Annual General Meeting by any member in good standing.
       
    2. General Meeting of the Board: General meetings of the N.B.A. Board of Directors, open to the membership either in whole or in part, at the discretion of The Board, shall be held each month, except for July and August. A quorum for all general Board of Directors meetings shall consist of six directors from members in good standing.
       
    3. General Meeting of the Society: A General meeting of the Society may be called at any time by the Chairperson or The Board of Directors. Written notice of general meetings shall be sent to the last known address of each member and delivered by mail, fax, E-mail or other available means, a least seven days prior to the date of such meeting. No fewer than ten members in good standing shall constitute a quorum for all General Meetings of the Society.
       
  2. Special Meetings:
     
    1. Special Meeting of the Board: A Special Meeting of The Board may be called at any time by the Chairperson or upon the written request of any three members of The Board. Quorum for Special Board Meetings shall consist of the Chairperson and at least two members of The Board. All motions receiving assent at such meetings must be brought before The Board at the next general Board meeting for confirmation.
       
    2. Special Meeting of the Society: A Special meeting of the Society shall be called by the Chairperson upon receipt by him of a petition signed by one-third of the members in good standing, setting forth reasons for calling such a meeting. Written notice of Special meetings shall be sent to the last known address of each member and delivered by mail, fax, E-mail or other available means, a least seven days prior to the date of such meeting. Quorum for all Special Meetings of the Society shall be no fewer than ten members in good standing.

IX. Seal of the Society

The Chairperson of The Board and the Associationís office administrator/Executive Director shall have charge of the Seal of the Society and will be responsible for its safekeeping and use. The Chairperson of The Board and the Associationís office administrator/Executive Assistance have permission to use the seal for the Society or its members. In the case of absence of the Chairperson and office administrator, duties pertaining to use of the seal shall be discharged by such officer as may be appointed by The Board.

X. Auditing of the Books

The books of the N.B.A. shall be audited once a year. The manner of audit and who is to conduct it shall be determined for each ensuing membership year at the Annual General Meeting.

XI. Liability Coverage

  1. Any persons who are directors, officers, trustees, volunteers, employees (whether salaried or not) or members of any duly constituted committee of the Nisku Business Association or persons standing in their stead shall be deemed to have assumed their position on the express understanding and agreement that they shall be held blameless for any claim whatsoever arising out of the bona fide execution of their duties except where such claim is occasioned by wilful default or neglect.
  2. The NBA shall ensure against any such claim whatsoever arising and shall bear the cost of any such claim and shall indemnify any director, officer, trustee, volunteer, employee incurring such costs.

XII. Amendments to these Bylaws

  1. These bylaws can only be amended at an Annual General Meeting of the N.B.A..
     
  2. Notice of Motion to amend these bylaws must be provided to all members in good standing a minimum of thirty (30) days prior to the Annual General Meeting.
     
  3. An amendment to these bylaws must be ratified by a seventy-five (75) percent majority of the members in good standing present at the meeting.
     
  4. For the purposes of conducting a vote to amend these bylaws, a quorum consists of twenty eligible member representativesí votes.

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