DRAFT Parkallen Executive Bylaws
for review before special resolution at June 1 2025 AGM

ARTICLE 1 - Identification

1.1 Legal Name

The name of the society shall be the Parkallen Community Association(1960). The Parkallen Community Association (1960) is referred to hereinafter as “the Society”.

1.2 Bylaws

These are the general bylaws of the Society and replace all previous bylaws.

1.3 Address

The address of the Society shall be 6510 111th Street NW, Edmonton, Alberta, T6H 5W2. The Constituency shall comprise the area within the City of Edmonton bounded
a) on the south by 61 Avenue NW,
b) on the east by 109 Street NW,
c) on the west by 113 Street NW, and
d) on the North by 72 Avenue NW.

ARTICLE 2 - Objects

2.1 The Objects of the society are

To provide for the recreation of the members and to promote and afford opportunity for friendly and social activities
To acquire lands, by purchase or otherwise, erect or otherwise provide a building or buildings for social and community purposes
To encourage and promote amateur sport
To provide a meeting place for the consideration and discussion of questions affecting the interests of the community
To provide a centre and suitable meeting place for the various activities of the community
To provide all necessary equipment and furniture for carrying on its various objects
To sell manage, lease, mortgage, dispose of, or otherwise deal with the property of the society
Any profits or other gains to the society shall be used in promoting its objectives
The society shall be in accordance with the attached bylaws

ARTICLE 3 - Membership

3.1 Eligibility

3.1.1 Individual Membership

Any adult resident or owner of property within the Constituency shall be eligible for membership and shall be declared a member of the Society upon payment of the annual individual membership fee.

3.1.2 Family Membership

For any household located within the Constituency, up to two adults and any number of dependent children under the age of eighteen shall be regarded as members of the Society upon payment of the annual family membership fee.

3.1.3 Senior Membership

Any adult resident or owner of property within the Constituency over the age of 65 years of age shall be eligible for membership and shall be declared a member of the Society upon payment of the annual senior membership fee.

3.1.4 Student Membership

Any adult resident or owner of property within the Constituency who is enrolled and attending a secondary or post-secondary institution shall be eligible for membership and shall be declared a member of the Society upon payment of the annual student membership fee.

3.1.5 Honorary Membership

Honorary membership may be granted to individuals who have contributed to the Society in an outstanding way. Individuals may be nominated for honorary membership by Special Resolution at any General Meeting. Honorary memberships have all the same rights and privileges as other memberships, but do not expire with time.

3.1.6 Associate Membership

Associate membership may be granted to any organisation, company, or group with an interest in supporting the Society and/or the Community League movement and who is in alignment with the Society’s Objects (article 2). This class of membership is subject to the terms and conditions as outlined in these bylaws with the exception that an associate member does not have a vote at any meetings of the Society.

3.2 Entitlements

Membership shall entitle the holder to:

enjoyment and participation in all activities of the Society, except where a user fee applies,
enjoyment of all facilities of the Society, except where a user fee applies, and
vote at all meetings of the Society, except for those with Associate memberships.
members eighteen years and older may become directors of the Board

3.3 Fees

The fees for membership in the Society shall be fixed on an individual and household basis. The fees to be charged for membership shall be reviewed annually at the Annual General Meeting of the Society, or may be revised or set by special resolution at a duly constituted meeting of the Society.

3.4 Expectations

All members are admitted only on the condition of submission to the objectives, the by-laws and rules of the Society. Failure to comply with the aforesaid shall result in revocation of that person's membership and that person's membership fee shall not be returned.

3.5 Resignation from Membership

Any member desiring to resign from the Society shall submit their resignation in writing to the Secretary. No member’s resignation shall be accepted until outstanding dues are paid. Any member who resigns from the Society shall forthwith forfeit all right, claim or interest arising from or associated with the membership of the Society.

3.6 Suspension and Expulsion

By a special resolution, any member may have their membership or be expelled from membership for any cause which the Society may deem sufficient. No member shall be suspended or expelled without being notified of the charge or complaint against them or without having first been given an opportunity to be heard by the Board of Directors at a meeting called for such purpose. Any member who is expelled from the Society shall forthwith forfeit all right, claim or interest arising from or associated with the membership of the Society.

3.7 Voting Age of Eligibility

Any person who is a member of the Society and at least sixteen (16) years of age shall be entitled to vote at any meeting. Each such person shall have a maximum of one vote and must vote personally and not by proxy.

3.8 Associate Membership

Acceptance of Associate Members may be approved upon receipt of a completed application as established by the Policy Manual. Associate membership will be approved by the Board and announced at the next General Meeting. An Associate member is not entitled to vote at any Society meeting, except where that member meets the eligibility criteria outlined by these bylaws (article 3.1).

ARTICLE 4 - Board of Directors

4.1 Definition

The Society shall be governed by a Board of Directors, referred to hereinafter as “the Board,” consisting of not less than five (5) and not more than twelve (12) Directors.

a) These Directors shall include the following “Officers” which are elected by the Members of the Society: President, Vice President, Secretary, and Treasurer.
b) All Officers shall have signing authority for the Society for contracts and instruments entered into by the Society.

4.2 Elections of Directors

a) Officers shall be elected at any meeting of the Society. Officers shall hold office for a term of two calendar years.
b) Directors shall be elected at any meeting of the Society or Board. Directors shall hold office for a term of two calendar years.
c) In the event that there are no candidates for an Officer position, the Board of Directors may appoint an interim acting Officer for that Officer position, and the interim acting Officer shall act in that position until an election takes place at the next meeting of the Society. The interim acting Officers shall perform duties as are specified by these bylaws and by the Society Policy Manual.

4.3 Duties

The Board of Directors of the Society shall have general supervision of the affairs of the Society, fix the hour and place of meetings, make recommendations to the Society, and perform such other duties as are specified in these bylaws. The Board shall interpret these bylaws and maintain the general well-being of the Society and the aims and objectives as set forth by the Society Policy Manual

4.4 Eligibility

All Directors must be voting members of the Society. All Directors may stand for re-election to a maximum of five consecutive terms (ten calendar years).

4.6 Removal and/or Replacement of Directors

4.6.1 Vacancies

If a Director shall absent themself without notice from three or more consecutive meetings, the Board may declare that Director’s position vacated.

4.6.2 Suspension or Removal of a Director

Directors may be removed from office by the membership by a two-thirds vote at any General Meeting. A Director may be suspended or removed from office by a Special Resolution.

4.6.3 Resignation

Any Director desiring to resign from their office shall submit their resignation in writing to the President.

4.6.4 Replacement

Any vacated Officer shall be filled for the unexpired portion of the term by a substitute appointed by the Board. The interim acting Officer shall act in that position until an election takes place at the next meeting of the Society. Any vacant Director position can be filled at the next meeting of the Board.

4.7 Remuneration for Services

No Director of the Society shall receive any remuneration for any services to the Society.

4.8 Remote Email Voting

A vote of the Board may be conducted by email provided that

Only a single item is addressed in each vote,
A voting time limit is given with the email motion,
The vote must be passed with a majority consent of a quorum of active Directors, and
The decision is ratified through a motion at the next regular meeting of the Board of Directors.

4.9 Common Seal of the Society

The Board may adopt a seal which shall be the common Seal of the Society and shall have control and custody of the Seal of the Society. The Society may alter or change the common seal at its pleasure, but shall in all cases have its name engraved in legible characters on its common Seal.

4.10 Affiliations

The Board shall be empowered to arrange membership of the Society in other organizations having compatible aims and objects.

ARTICLE 5: Meetings

5.1 General Meetings

The Society shall hold General Meetings at such date as shall be fixed by the Board. Meetings of the Society can be conducted in person, virtually (by internet or teleconference), or by a combination of both.

5.1.1 Quorum

Ten (10) members of the society shall be quorum for any General Meeting of the Society.

5.1.2 Special General Meetings

The regular meetings of the Board shall be held monthly as set by the President or designate. The Board shall meet at least eight (8) times a year. The schedule for the regular meetings of the Board shall be communicated to the Board before October 1. The Board meetings can be conducted in person, virtually (by internet or teleconference), or by a combination of both.

5.1.3 Annual General Meetings

The Annual General Meeting of the Society shall be held prior to the end of June each year.

5.1.4 Notice of Meetings

Notice of any general meeting shall be given to all members by the Secretary by any effective method at least one (1) week prior to such a meeting via a combination of printed, electronic, and physical signage at the hall. The accidental omission of giving notice of any meeting to any member shall not invalidate the proceedings of any such meeting.

5.2 Board Meetings

5.2.1 Quorum

No less than one half of active Board members plus one shall be quorum for any meeting of the Board of Directors.

5.2.2 Special Meetings of the Board

Special meetings of the Board of Directors may be called by the President and shall be called upon the written request of at least three members of the Board.

ARTICLE 6: Committees

6.1 Ex Officio

The President shall be an ex officio member of all committees of the Society. They shall be permitted to attend and advise in any committee meeting.

6.2 Standing Committees

There shall be the following standing committees of the Society: Executive and Finance. Each standing committee shall operate within a Terms of Reference as provided by the Board and approved by Directors at a Board Meeting. Terms of Reference shall be included in the Policy Manual. Each committee must include at least one Director, who shall act as Chair.

6.3 Other Committees

Such other committees, standing or special, may be established by the Society as it deems necessary to carry on its work. Their members shall be appointed by the President unless this rule is suspended by a two-thirds vote before their appointment. Each committee must include at least one Director, who shall act as Chair. Terms of Reference shall be included in the Policy Manual.

6.4 Authority

Committees created by the Board can be delegated authority to act on behalf of the Society, but not responsibility. The authority delegated to a committee shall be limited to the authority explicitly described in their Terms of Reference, pursuant to article 6.2, or in the motion to create the committee, pursuant to article 6.3.

6.5 Quorom

The quorum of any committee shall be a majority of active committee members.

ARTICLE 7: Finances

7.1 Signing Authority

Two of either the President, Treasurer, Vice President or Secretary shall sign on behalf of the Society all deeds, contracts, conveyances, bills, notes, cheques, debentures, and all other papers and documents which pertain to the affairs of the Society.

7.2 Audit of Accounts

The finances of the Society shall be audited annually, with year-end being the 30th day of April. The Board may appoint auditor(s) to hold such office for such a period as the Board may determine. The statement of financial affairs of the Society will be audited yearly by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting within 3 months of the Annual General Meeting.

7.3 Financial Statements

The Society shall file with the Registrar of Alberta Consumer and Corporate Affairs a statement in the form of a balance sheet, which shall be audited and signed by the Society auditor(s). The balance sheet shall contain the general particulars of the assets, revenues, and expenditures of the Society.

7.4 Financial Commitments

No Director or member of the Society shall expend or commit to the expenditure of any money of the Society, or sell or dispose of any property of the Society, without express authority for the activity first being duly given by the Board or by the Society at a General Meeting.

7.5 Borrowing

The Board may borrow on behalf of the Society only with express authority and sanction of a special resolution of the Society.

7.6 Books and Accounts

At any time, any member of the Board may request of the Treasurer that the books and accounts of the Society be brought up for inspection by such member within twenty-one (21) banking days.

ARTICLE 8: Dispute Resolution

8.1 Scope

This section applies to any dispute arising out of the affairs of the Society or the application of these Bylaws.

8.2 Parties

The Dispute may be between:
a. members, or
b. the Society and its Directors, or
c. the Society or its Directors and
i. a member,
ii. a former member, or
iii. an external party.

8.3 Resolution Process

Any dispute subject to section 8.1 and 8.2 will be resolved by:
a. direct negotiation between the parties, with or without assistance and/or facilitation. If resolution is not achieved, then by:
b. written appeal to the Board of Directors (and/or the appropriate committee(s) ) for a decision. If resolution is not achieved, then by:
c. mediation pursuant to the National Mediation Rules of ADRIC, or to mediation practices mutually agreed upon by all parties. If resolution is not achieved, then by:
d. arbitration pursuant to the National Arbitration Rules of ADRIC, or to arbitration
practices mutually agreed upon by all parties. The decision will bind all parties.

ARTICLE 9: Dissolution

9.1 Special Meeting to Dissolve

The Society may be dissolved upon the passing of a special resolution at a special meeting called for the purpose. Notice of such meeting, setting out the resolution to dissolve the Society shall be communicated to all members by any effective method at least twenty-one (21) days before such meeting is held.

9.2 Finances

At the special meeting for the purpose to dissolve the Society, the Treasurer shall present copies of an audited statement of the Society’s financial status. If the resolution to dissolve the Society is passed, the funds of the Society shall be distributed to such nonprofit organization(s) as determined by membership present at the special meeting.

9.3 Voting

The special resolution to dissolve the Society must be passed by a three-quarters vote cast by voting members in good standing of the Society at the time of the special meeting. Votes may be cast in person at the meeting or by notarized postal vote.

ARTICLE 10: Authority

10.1 Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases in which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

10.2 Policies and Procedure

The Policy Manual, approved by membership at any General Meeting, shall outline all policies and procedures of this Society.10.3 Special Resolutions

10.3 Protection and Indemnity of Directors and Officers

Indemnification of Directors
Each Director holds office with protection for the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his or her role for the Society. The Society does not protect any Director from acts of fraud, dishonesty, or bad faith.

Liability of Directors
No Director is liable for the acts of any other Director or employee. No Director is responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Society. No director is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Society, unless the act is fraud, dishonesty or bad faith.

Directors can rely on the accuracy of any statement or report prepared by the Society's auditor(s). Directors are not held liable for any loss or damage as a result of acting on that statement or report.

10.4 Special Resolutions

A special resolution is a motion made and passed at a General Meeting or Special General Meeting of which membership was given no less than twenty-one (21) days notice specifying the intention to propose the resolution has been duly given and requires 75% majority to pass of those members who, if entitled to do so, vote in person.

(ii) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting so agree, or

(iii) a resolution consented to in writing by all the members who would have been entitled at a general meeting to vote on the resolution in person.

Copies of all special resolutions shall be filed with the Registrar of Alberta Consumer and Corporate Affairs.

ARTICLE 11: Amendment of Bylaws

Amending the Bylaws

a) In the future, the bylaws can only be changed by a special resolution of the members at any General or Special Meeting of the Society.

b) The notice of the General or Special Meeting of the Society shall include details of the proposed resolution to change the Bylaws.

c) The amended Bylaws take effect after approval of the Special Resolution at the General or Special Meeting and after acceptance by the Corporate Registry of Alberta

ARTICLE 12: Keeping and Inspection of the Books and Records of the Society

Member Inspection of Books, Accounts and Records

a) A Member wishing to inspect the books, accounts or records of the Society must give reasonable notice to the President or the Secretary of the Society of the intention to do so.

b) Unless otherwise permitted by the Board, such inspection will take place only at the Parkallen Community Association (1960) during normal school hours.

c) Other records of the Society are also open for inspection, except for records that the Board designates confidential.

12.1 Minute Books

The Secretary keeps the original Minute Books of the Society either in paper or electronically. This record contains minutes from all meetings of the Society and the Board. The records of the Secretary shall be audited at least once each year by two members of the society elected for that purpose at the Annual General Meeting within 3 months of the Annual General Meeting.

12.2 Retention Period - Minutes

All minutes shall be kept for the life of the Society.

12.3 Financial Records

All financial records of the Society are open for inspection by the Members. The Treasurer keeps the financial records of the society in either paper form or electronically.

12.3 Rentention Period - Financial Records

All financial records shall be kept for review for a minimum of eight years.

Bylaws

DRAFT Parkallen Executive Bylaws for review before special resolution at June 1 2025 AGM