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SOCIETY BYLAWS

Bylaws of the Young Alberta Book Society

Article 1: Name
The name of the society is the Young Alberta Book Society (herein after called the society).

Article 2: Status
The society shall be a body corporate under the Societies Act and shall abide by the rules and regulations of the said Act.

Article 3: Mission Statement
To foster literacy and a love of reading among young people in Alberta by providing access to the province's literary artists and their work.

Article 4: Membership
Section 1 - Eligibility
Upon payment of dues, any individual or institution (subscribing to the society's goals and having made application to, and been accepted by, the society) may become a member of the society.

Section 2 - Categories
The Board of Directors shall decide categories of membership.

Section 3 - Voting Rights
All members in good standing shall be entitled to one vote (either in person or by proxy) at the Annual General Meeting of the society.

Section 4 - Resignation/Expulsion
i. A member may resign by informing the Board of Directors for the society (herein after called the board), or the Executive Director in writing.
ii. Any member, upon a two-thirds vote of the board, may be expelled from the society for cause.
iii. A member shall not be entitled to a refund of any portion of paid membership fees upon resignation or expulsion.

Article 5: Directors
Section 1 - Board of Directors
i. The board (including a chair and vice-chair) shall consist of a minimum of six and a maximum of fifteen dirctors who shall be members in good standing of the society, and shall sit and vote as officers of the society.

Section 2 - Election to Office
The board shall be elected at the Annual General Meeting of the society.

Section 3 - Terms of Office
The term of office for directors shall normally be three years.

Section 4 - Removal from the Board
i. Directors shall be duly informed of all meetings, and shall be expected to attend. Any director absent from three consequitive board meetings without due cause, shall automatically cease to be a director.
ii. Any director may be removed from the board for cause, by a simple majority vote of the board.

Section 5 - Resignation from the Board
Any director wishing to resign from the board shall do so in writing to the chair.

Section 6 - Vacancies
For vacancies on the board occuring between Annual General Meetings, the board may appoint an interim director until the next AGM. Announcement of the AGM shall notify members of the need for election of a replacement for the remainder of that term.

Section 7 - Power of the Board
Committees may be established at the AGM. However, the board, subject to the bylaws or directions from the AGM or any other general meeting, shall have the power to appoint committees and manage the affairs ofthe society between AGMs.

Section 8 - Chair
The Chair shall:
i. preside at all board meetings, and at all Annual General Meetings and special meetings;
ii. be an ex-officio member of all committees.

Section 9 - Vice Chair
The Vice Chair shall:
i. attend, and in the absence of the Chair preside at, all meetings of the board, Annual General Meetings and special meetings; and
ii. assist the Chair in the performance of specified duties.

Section 10 - Secretary
The Secretary shall be responsible for ensuring that accurate minutes of all meetings of the society and the board are kept and distributed.

Section 11 - Treasurer
The Treasurer shall be responsible for ensuring that the society's funds are properly accounted for, and such books as necessary are kept.

Section 12 - Fiscal Responsibility
No board director or officer of the society shall be liable for the acts, receipts, neglects or defaults of another board director or officer or employee, or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the society through the insufficiency or deficiency of title to any of the property aquired by the order of the board for or on behalf of the society, or for the insufficiency of deficiency of any security in or upon which any of the monies of the society shall be invested, or for any loss or damage arising from bankruptcy, insolvency or totious acts of any person with whom any of the monies, securities or effects of the society shall be deposited, or for any loss occasioned by any error of judgement or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her willful neglect or default.

Article 6: Meetings
Section 1 - Annual General Meeting
The Chair of the board shall call for an AGM to be held on or before June 30 each year.

Section 2 - Board Meetings
Board meetings shall be called by the chair no fewer than four times per year, and at the discretion of the Chair, or upon the request of three board directors.

Section 3 - Special Meetings
The board may call a special meeting of the society members at any time. Upon receipt of a signed petition from 10 members in good standing, the Chair shall call a special meeting of members within 60 days, giving proper notice of 30 working days to the membership.

Section 4 - Quorum
i. For board meetings, half of the directors plus one shall constitute a quorum.
ii. For annual general and special meetings, any 10 members in good standing (including the board) shall constitute a quorum.

Section 5 - Notice of Meetings
i. Written notices for the Annual General Meteing of the society shall be sent out to the last known email or postal address of each member in good standing no sooner than six weeks and at least 30 days before the AGM or special meeting at which a Special Resolution will be submitted. The date, time and place of the meeting shall be specified.
ii. Failure to receive such notice does not negate the notice of the meeting.
iii. Notices shall state the general nature of the business to be transacted and the text of any Special Resolution to be submitted to the meeting.
iv. Members in good standing who wish to propose a matter for consideration at the AGM shall inform the Chair so that the issue is noted on the tentative agenda at the time the meeting is called, or give notice of motion, in writing, to all members of the society at least seven days prior to the AGM. This requirement for notice of motion may be waived only by consent of two-thirds of the members present at the AGM.

Section 6 - Decisions
At all meetings of the board and the society, decisions shall be settled by a simple majority vote with the exception of financial decisions which require a two-thirds majority vote. There shall be one vote per member in good standing.

Section 7 - Resolutions A resolution, signed by a majority of directors, or agreed to via a phone or email survey of the majority of directors, is valid and will be brought forward at the next board meeting for ratification.

Article 7: Financial
Section 1 - Fiscal Year end
The fiscal year end of the society is determined by the board.

Section 2 - Signing Officers
The signing officers of the Society shall be any two of four designated Board Directors. Four signing officers are required.

Section 3 - Borrowing Powers
For the purpose of carrying out its objectives, the society may borrow or raise money in such a manner as it thinks fit.

Section 4 - Annual Audit
i. The board shall arrange for an audit to be conducted either by an outside accounting firm or undertaken by two members in good standing other than the Board Chair and Treasurer.
ii. A complete and proper statement of the standing of the books for the previous fiscal year shall be submitted at the first board meeting after the audit.
iii. The books and records of the society may be inspected by any member of the society at any time upon giving reasonable notice and arranging a time satisfactory to the officers or officers having charge of the same. Each board director shall at all times have access to such books and records.

Section 5 - Remuneration
All board directors shall serve without renumeration, provided that a director may be compensated for reasonable expenses he or she incurs in the course of his or her duties.

Article 8: Amendment of Bylaws i. Bylaws of the society shall not be recinded, altered or added to except by Special Resolutions of the society.
ii. Members must be given notice of the "Special Resolution of Bylaws" subject to Article 6, Section 5.
iii. The Special Resolution must be supported by three-quarters of the voting members present.

Article 9: Executive Director
i. The Executive Director shall be hired by the board and is accountable to the board.
ii. The Executive Director shall be responsible for implementing the policies of the board.
iii. The selection of writers or illustrators for individual jobs shall be the responsibility of the Executive Director, acting in consultation with the users of the service. In ordinary circumstances, the board directors shall not choose authors for placement.
iv. The Executive Director is responsible for ensuring the preparation and maintenance of all books and records.
v. The Executive Director is responsible for the hiring, termination and supervision of all employees of the society.

Article 10: Society Seal
The society has no seal.

Article 11: Dissolution
The society may be dissolved by a two-thirds majority vote in the affirmative at an AGM or special meeting where proper notice (Article 6, Section 5) of the motion for dissolution has been given. Upon dissolution all remaining assets and funds will be distributed to qualified donees as defined by the Income Tax Act