BYLAWS OF THE LETHBRIDGE NATURALISTS SOCIETY

ARTICLE I – NAME

This society will be known as the Lethbridge Naturalists Society.

ARTICLE II – MEMBERSHIP

Section 1: Membership in this Society is open to any person who is interested in natural history, and shall be gained by the payment of an annual membership fee. There shall be four classes of membership: (1) Individual, Couple or Family; (2) Student (shall have a student card); (3) Non-voting Associate; (4) Supporting. The holding of a membership entitles the member(s) to participate in all activities of the Society during the calendar year in which it is valid.

Section 2: The cost of an annual membership for each class of members shall be set from time to time at an Annual General Meeting of the Society.

Section 3: A member of this Society may cease to be a member by tendering his/her resignation in writing to the Secretary, or if his/her membership is three months in arrears. A member, upon a two-thirds (⅔) majority vote of the general membership present at a general meeting, may be expelled from the Society for any cause which the general membership may deem reasonable. Such action shall only be taken after due notice has been given in writing, thirty (30) days prior to the meeting where the vote will be cast.

ARTICLE III – BOARD OF DIRECTORS AND OFFICERS

Section 1: The governing body of the Society shall be a Board of Directors (hereafter, referred to as the Board) composed of the Immediate Past-President, a President, a Vice-President, a Secretary, a Treasurer, two Directors, and a Federation of Alberta Naturalists Director (hereafter, referred to as the FAN Director). Anyone holding a position on the Board of Directors will be a member of the Society and at least 16 years of age. One Director shall, if possible, be a student. The President shall become the Immediate Past-President on completion of his/her term(s) of office. With the exception of the Immediate Past-President, the Board shall be elected annually at an Annual General Meeting of the Society. All terms will be for one (1) year. Anyone can hold the same position for only two (2) consecutive terms, and then must step down for at least one (1) term. If an office is not filled at the Annual General Meeting or becomes vacant during the term the Board may recommend election of a member despite the two-year limit, subject to majority approval of the general membership as are present in person at the next general meeting.

Section 2: The affairs of the Society shall be managed by the Board.

Section 3: Directors and Officers can be removed from office if they don’t do the job they’ve been appointed to do, upon a two-thirds (⅔) majority vote of the general membership present at a general meeting. Such action shall only be taken after due notice has been given in writing, thirty (30) days prior to the meeting where the vote will be cast.

ARTICLE IV – FINANCIAL MATTERS

Section 1: Any financial transactions pertaining to the activities of the Society shall be signed by two of the signing officers designated by the Society. Signing authority will be held by any three (3) of the President, Vice- President, Treasurer, Secretary or Past-President. The Treasurer shall keep proper accounts covering the financial affairs of the Society and submit to the Annual General Meeting a statement duly audited for the financial year of the Society. The books, accounts and records of the Society shall be audited at least once a year by two members of the Society, other than the members of the Board, nominated for that purpose by the general membership at the previous Annual General Meeting, or by a duly qualified accountant.

Section 2: The books and records of the Society may be inspected by any member at any time, upon providing reasonable notice in writing to the Treasurer and arranging a mutually acceptable time to conduct such inspection. Each member of the Board shall at all times have access to such books and records, upon reasonable notice to the Treasurer.

Section 3: The fiscal year of the Society shall be from October 1st to September 30th annually.

Section 4: The Society may borrow or raise money in such legal manner as it deems fit, upon approval by a majority vote at a general meeting of the Society. The issuing of a debenture requires a Special Resolution and twenty-one (21) days notice in writing to the membership. The resolution must be passed by 75% of the members present and who cast votes at a general meeting of the Society.

Section 5: The Society is not adopting a society seal.

ARTICLE V – MEETINGS

Section 1: The Society shall hold an Annual General Meeting within one month of the end of the fiscal year, of which meeting at least fourteen (14) days notice shall be given to all members. At this meeting the members of the Board shall be elected for the ensuing year as outlined in ARTICLE III, Section 1.

Section 2: Meetings of the Society may be called from time to time by the President or the Board.

Section 3: Any meetings of the Society, other than the Annual General Meeting, shall follow at least one (1) week’s notice by mail, email, by hand to the last known address of a member, or by telephone.

Section 4: The Board of the Society shall meet on a date set at the prior executive meeting, or in exceptional circumstances upon three (3) day’s notice in writing, email, or by telephone on the direction of the President, or in his/her absence, the Vice-President, for the purpose of conducting the affairs of the Society.

Section 5: A special meeting of the Society shall be called upon receipt by the President or Secretary of a petition signed by at least five (5) voting members of the Society and setting forth the reason for requesting such a meeting. A special meeting of the Board shall be called, upon receipt by the President or Secretary of a petition signed by at least three (3) members of the Board, setting forth the reason for requesting such a meeting. Such meetings will be held within one month of receipt of the petitions.

Section 6: Twelve (12) voting members of the Society shall constitute a quorum at any General or Special meeting of the Society, and 50% of the serving members of the Board shall constitute a quorum at any Board meeting.

Section 7: Any member 16 years of age and over shall have the right to vote at any general or special meeting of the Society. Such votes will be made in person and not by proxy or otherwise. A tie vote at any meeting of the Society will be considered a defeated motion.

ARTICLE VI – REMUNERATION

No Directors, Officers or members of the Society shall receive remuneration for their services, except for out-of-pocket expenses documented by receipts, unless authorized at a general meeting of the Society. Honoraria may be awarded if approved at a meeting of the Board.

ARTICLE VII – DUTIES OF OFFICERS

Section 1: (a) The President shall preside at all regular, special and Board meetings of the Society, coordinate activities of the Board, and ensure that the objectives of the Society are met. The President shall be an Ex-Officio member of all committees.

(b) The Vice-President, in the absence of the President, shall assume and carry out the duties of the President, and shall arrange the spring-summer-fall field trip schedule.

(c) The immediate Past President shall serve as Chairperson of the Nominating Committee, conduct the annual election, provide orientation of new Board members, and advise the new Board of the previous Board’s deliberations.

(d) The Secretary or substitute shall: attend all meetings of the Society and of the Board and keep accurate minutes of the same; obtain a current membership list of all members of the Society with their addresses from the Treasurer and file this with the Annual General Meeting minutes each year; and provide copies of the bylaws of the Society and the Board handbook to all new Board members each year. In the absence of the Secretary, his/her duties shall be discharged by such Officer as may be appointed by the Board.

(e) The Treasurer shall collect and receive the annual membership fees and other funds paid to the Society, and be responsible for paying expenses incurred by the Society. The Treasurer shall also maintain a membership list, and provide it to the Secretary and the Newsletter Editor.

 (f) The FAN Director shall attend FAN meetings on behalf of the Society, and speak for the Society as directed by the Board. The FAN Director shall report on FAN meetings and affairs to Society Board and general meetings.

(g) Records of the Society shall be available for viewing by any member upon providing reasonable notice in writing to the appropriate Board Member. Copies of documents may also be provided on request.

ARTICLE VIII - FAN

The Society shall be a Corporate Member of the Federation of Alberta Naturalists and shall have the rights and obligations of a Corporate Member as stated by the Federation’s By-laws.

ARTICLE IX – BYLAWS

The bylaws may be rescinded, altered or added to by a “Special Resolution”, passed by a majority of not less than three-quarters (¾) of such voting members as are present in person at a general meeting of which written notice of at least twenty-one (21) days has been given specifying the proposed resolution as a Special Resolution. If approved, a copy of the special resolution shall be provided to the Corporate Registry Department under the Societies Act of Alberta.

ARTICLE X – DISSOLUTION

In the event that the Society shall disband or be dissolved or liquidated at any time in the future, all of its assets and properties remaining after all debts have been paid, shall be transferred to some other non-profit charitable organization or organizations having objects similar to those of the Society, which has/have been selected by the Board beforehand.

Dated at Lethbridge in the Province of Alberta, this 11th day of February, 2009.

 

SPECIAL RESOLUTION

I hereby certify that the following special resolution was passed at a meeting of the members of the Lethbridge Naturalists Society on 02/11/09.

The Bylaws were changed as follows:

The existing Bylaws are repealed. They are replaced by the attached Bylaws.

February 11, 2009

_______________________
Graeme Greenlee
President