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 Association’s
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 Member’s
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
- The Board may, from time to time,
fix the membership fees.
- The annual fee of each member
shall be payable within 30 days from
date of invoice.
III.
STRUCTURE
- The Board, nominated and approved
by the membership at the Annual
General Meeting, shall conduct the
affairs of the N.B.A..
- The Board shall consist of no
fewer than seven members.
- 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
- 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.
- 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
- 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.
- The Board may exercise all powers
granted to it pursuant to The
Societies Act of the Province of
Alberta.
- 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
- 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.
- 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.
- 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
- General meetings:
- 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.
- 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.
- 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.
- Special Meetings:
- 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.
- 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
Association’s 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 Association’s 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
- 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.
- 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
- These bylaws can only be amended
at an Annual General Meeting of the
N.B.A..
- 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.
- 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.
- For the purposes of conducting a
vote to amend these bylaws, a quorum
consists of twenty eligible member
representatives’ votes.
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