SECTION 2 MEMBERSHIP

2.01) CLASSES OF MEMBERSHIP: There shall be four (4) classes of membership in the Society as detailed below:
a) Active member with voting privileges;
b) Probationary member without voting privileges;
c) Life member with voting privileges;

2.02) EXCLUDED FROM MEMBERSHIP: No person or firm listed in this section shall be accepted as a member of the Society:

a) Persons excluded from Active membership
- Any employee of the Society.

2.03) MEMBERSHIP REQUIREMENTS:

a) Active member:
- be of good character; and
- complete required application form.
b) Probationary member:
- be of good character;
- complete required application form.
c) Life member;
- be appointed by the General membership;
- be of good character;
d) Honourary member without voting privileges.
- be appointed by the General membership;
- be of good character;

2.04) ADMISSION TO MEMBERSHIP:

Any person residing in the Province of Alberta, being the full age of eighteen (18) years who is not excluded from membership pursuant to these By-Laws and who meets the membership requirements contained herein, may become a member of the Society by a favourable vote passed by a majority of the members at a meeting of the Society.

No membership shall be approved unless any required fee has been paid and the applicant has complied with the procedures and requirements pursuant to these By-Laws.

2.05) WITHDRAWAL FROM MEMBERSHIP:

Any member wishing to withdraw from membership in the Society may do so in writing to the Secretary of the Society.

2.06) SUSPENSION FROM MEMBERSHIP:

A member may be suspended upon a two-thirds vote of the Board or as set out elsewhere in these By-Laws. Any member suspended shall not thereafter be entitled to any membership privileges, rights or powers in the Society until reinstated.

2.07) EXPULSION FROM MEMBERSHIP:

Upon a two-thirds vote of members of the Society in good standing at a meeting of the Society duly convened to transact business, any member may be expelled from membership in the Society for any cause which such other members of the Society may deem reasonable. Any vote to expel a member shall be by secret ballot, tabulated by the Secretary. All such ballots shall be destroyed forthwith after counting.

2.08) RIGHTS AND OBLIGATIONS:

Members have the right to participate in activities and functions sponsored or operated by the Society. Members have the right to avail themselves of services offered by the Society. All members are expected to abide by the Objects and By-Laws of the Society.

2.09) MEMBERSHIP FEES:

Membership fees shall be set from time to time by the members at a meeting of the Society. Any person granted a Life membership or Honourary membership is exempt from payment of membership fees.

2.10) LIABILITY:

No member of the Society is, in his individual capacity, liable for any debt or liability of the Society.

d) Honourary member without voting privileges.

3.01) NOTICE OF SOCIETY MEETINGS
a) Written notice of all General Meetings of the Society shall be sent by ordinary mail to the postal address in Alberta provided by each member.
b) A notice referred to in sub section "a" supra shall be sent out at least 21 days prior to any such meeting.
c) Notice of General Meeting of the Society shall be deemed good and sufficient if the requirements of this part are complied with.
d) Notice of a meeting may be waived as set out in section 3.04 of these By-Laws.

3.02) NOTICE OF BOARD MEETINGS

a) Meetings of the Board may be summoned by the President, Vice President or Secretary.
b) A meeting of the board may be held at any time the Board may deem necessary and expedient and may be summoned on twenty four (24) hours notice, verbally, or in writing, and whether by means of telephone, fax, e-mail, telegram, cable or any other means of communication.

3.03) QUORUM: The quorum for meetings of the Society are as follows:

General meeting of society	40% of Active members in good standing
Special meeting of society	40% of Active members in good standing
Board of Directors meeting	50% + 1 of Board members
Executive committee meeting	3 Executive Committee members
Other committees	50% + 1

If at any General or Special meeting of the Society, less than a quorum is present, the Active members present shall designate a new date, time and place at least 14 days hence, and such notice of such fresh date shall be mailed to all full members. At such reconvened meeting, decisions made shall be deemed duly passed whether or not a quorum is present.

3.04) WAIVER OF NOTICE BY QUORUM: At any meeting of members if a majority of Active members in good standing are present they may waive the necessity of the giving of any previous notice of such meeting, and an entry in the minutes of such meeting of such waiver shall be sufficient evidence of the due convening of the meeting.

3.05) ANNUAL GENERAL MEETING OF THE SOCIETY:

a) An Annual General meeting shall be held once in every calendar year at such time and place as may be prescribed by the Board, of which at least 21 days notice shall be given to all members.
b) The business of the Annual General meeting shall be:
1) to receive and consider the financial statements of the Society, the reports from the Board of Directors and of the Auditors of the Society.
2) to elect persons to fill vacancies on the Board of Directors.
3) to elect the Officers of the Society;
4) to appoint an Auditor or Auditors for the forthcoming year.
5) to transact such other business which in the discretion of the chairman of the meeting ought to be transacted.

3.06) SPECIAL GENERAL MEETING OF THE SOCIETY

a) The Board may, whenever it sees fit, call a Special General Meeting of the Society upon not less than 21 days notice to the members.
b) Upon receipt of a petition signed by one third (1/3) of the Active members in good standing, which sets forth the reason for and requests a Special General Meeting, the President shall call a Special General Meeting of the Society upon not less than 21 days notice to the members, such notice to disclose the reason for the meeting.
c) Notice of a Special General Meeting shall be by the procedure as set out in section 3.01 of these By-Laws.

SECTION 4 VOTING

4.01) Any Active member who has not withdrawn from membership nor is under suspension nor expelled as herein provided shall have the right to vote at any meeting of the society.

4.02) Votes at a General, Annual General or Special Meeting of the Society shall be personally by hand.

4.03) If demanded by a majority of Active members in good standing personally present, a vote on a specific motion may be by ballot, in which the Secretary of the Society shall be responsible for counting the votes.

4.04) Proxy votes are prohibited and shall not be valid at any meeting of the Society, meeting of the Board, or meeting of any Committee of the Board.

4.05) Unless otherwise provided for in these By-Laws, any question put to a vote at any meeting shall pass with a simple majority.

4.06) The President shall not have a vote unless there shall be an equality of votes, in which case the President shall have the deciding vote.

SECTION 5 ELECTIONS

5.01) NOMINATIONS: Nominations to the Board of Directors or for an Officers position must be in writing signed by two (2) Active members in good standing, consented to by the nominee, and delivered to the Board Secretary at least 14 days prior to the Annual General Meeting. Nominations shall not be accepted from the floor at an Annual General Meeting.
1) only Active members may sit as a Director.
2) no employee of the society shall be eligible for election or appointment to the Board.

5.02) PRESENTATION OF NOMINATIONS: At the Annual General Meeting, the names of persons duly nominated pursuant to section 5.01 of these By-Laws to stand as a Director or an Officer of the Society shall be presented.

5.03) ELECTION PROCEDURE: The Active members personally present at the Annual General Meeting shall elect Directors from the names of the duly nominated persons presented at the Annual General Meeting with the vote conducted as set out in section 4 of these By-Laws.

SECTION 6 BOARD OF DIRECTORS

6.01) SIZE: The affairs of the Society shall be managed by a Board of Directors of between five (5) and ten (10) persons (individually referred to as a "Director"). All Officers of the Society are full members of the Board of Directors with vote. As well, the immediate Past President of the Society shall be an ex-officio member of the Board with voice and vote.

6.02) ELECTION: Members of the board shall be elected at the Annual General Meeting of the Society.

6.03) TERM: The term of a Director shall normally be one (1) year.

6.04) ROLE OF THE BOARD: The business of the Society shall be the responsibility of the Board. The Board may exercise all the powers of the Society and do on behalf of the Society all such acts as may be exercised and done by the Society and as are not by law, the Societies Act or these By-Laws required to be exercised or done by the Society Members in a meeting.

6.05) BOARD AUTHORITY: The board shall have the full authority as it thinks fit to make whatever arrangements it deems necessary for the purpose of carrying out all or any of the objects of the Society. The Board is at all times accountable to the members of the Society.

6.06) PROCEEDINGS: The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it shall deem proper. Questions arising at any meeting shall be decided by a majority of votes. The President shall not have a vote unless there shall be an equality of votes, in which case the President shall have the deciding vote.

6.07) BOARD MEETING: A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion by or under these By-Laws for the time being vested in or exercisable by the Board.

6.08) DEFECT IN ELECTION OR APPLICATION: All acts done by any meeting of the Board, or by any Committee of the Board, or by any persons acting as Directors, notwithstanding that it be afterwards discovered that there was some defect in the election or appointment of any Director or persons acting as aforesaid, or that they or any of them were disqualified, shall be as valid as if every such person had been fully and properly elected or appointed and properly qualified to act. Steps shall be taken forthwith to remedy any defect found.

6.09) CONDUCT OF MEETINGS: The President of the Society, or in his absence, the Vice-President of the Society shall preside at Board Meetings. If at any Board Meeting the President and the Vice-President are not present, then the Directors present shall choose an Officer of the Society to chair the meeting. No Board Meeting can be duly convened unless chaired by an Officer of the Society.

6.10) RESOLUTION IN WRITING: A resolution signed by all of the Directors as such shall be as valid and effective as if it had been passed at a meeting of the Board duly called and constituted, and shall be entered in the minute book of the Society accordingly, and shall be held to relate back to any date stated to it the effective date. A Director may signify his assent to such resolution in writing under his hand, by telegram, cable or fax.

6.11) BOARD VACANCIES: The Board shall have the power to appoint a Society member either to fill a vacancy occurring on the Board or as an addition to the Board, but so that the size of the board shall not at any time exceed ten (10), plus the immediate Past - President of the Society. Any member so appointed shall only hold office until the next Annual General meeting of the Society, and that shall be eligible for election as set out in these By-Laws.

6.12) REMOVAL OF DIRECTOR: Any Director shall be subject to removal by resolution of the Board of Directors at any time upon a 75% vote of the Board.

6.13) BOARD OF DIRECTORS MEETINGS: The Board of Directors shall meet at least two (2) times in each calendar year.

6.14) INDEMNITY TO DIRECTORS & OTHERS: Every Director, Officer or employee of the Society shall be indemnified by the Society against, and it shall be the duty of the Society to pay out of funds of the Society or from proceeds of applicable insurance, all costs, losses and expenses which such Director, Officer or employee may incur, or become liable for, by reason of any proper contract entered into or act or thing done by him as such Director, Officer or employee, or in any way incurred in the discharge of his duties, including travelling expenses. The amount for which such indemnity is provided shall immediately attach as a lien on the property of the Society.

6.15) To the extent permitted by law no Director or Officer of the Society shall be liable:

a) for the acts, neglects or defaults of any other Director or Officer;
b) for the acts, neglects or defaults of any agent or employee of the Society;
c) for joining in any act for conformity;
d) for any loss or expense happening in the Society through insufficiency or deficiency of any security in or upon which any of the monies of the Society shall be invested;
e) for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited;
f) for any loss occasioned by error of judgment or oversight on his part; or
g) for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto; unless the same shall happen through his own dishonesty or gross negligence.

SECTION 7 OFFICERS OF THE SOCIETY

7.01) ELECTION OR APPOINTMENT: The Active members personally present at the Annual General Meeting shall elect a President, Vice-President, Secretary and Treasurer from the names of the duly nominated persons presented at the Annual General Meeting with the vote conducted as set out in section 4 of these By-Laws. These 4 positions are the Officers of the Society and shall be the signing Officers of the Society. No person may hold two offices concurrently except that 1 person may hold both Secretary and Treasurer Offices. Officers shall hold office for a one-year term. Any out going Officer may seek re-election to the same or another office upon the expiration of his existing term of office.

7.02) REMOVAL: Any Officer shall be subject to removal by resolution of the Board of Directors at any time with or without cause.

7.03) VARIATION OF POWERS AND DUTIES: Subject to the provisions of the Societies Act, the Board may from time to time vary, add to or limit the powers and duties of any Officer.

7.04) VACANCIES IN OFFICES: If the office of any Officer of the Society shall be or become vacant by reason of death, resignation, disqualification or otherwise, the Board, by resolution, shall elect a person from among its number to fill such vacancy.

7.05) PRESIDENT: The President shall be the Chief Executive Officer of the Society and, subject to the authority of the Board, shall have such other powers and duties as the Board may specify. The President is at all times accountable to the Board of Directors.

7.06) VICE PRESIDENT: The Vice President shall have such powers and duties as the President may specify and the Board approve. During the absence or disability of the President, then his duties shall be performed and power exercised by the Vice-President.

7.07) SECRETARY: The Secretary shall:

a) ensure all necessary notices are given to the Society members, Directors, Officers, Auditors and Committee members;
b) cause annual membership fees to be collected;
c) maintain an up to date register of Society members;
d) have such other powers and duties as the President may specify and the Board approve.

7.08) TREASURER: The Treasurer shall:

a) cause to be kept proper accounting records in compliance with the Societies Act;
b) be responsible for the deposit of money and the safekeeping of securities;
c) be responsible for the disbursement of the funds of the Society;
d) render to the Board whenever required an account of all transactions;
e) have such other powers and duties as the President may specify and the Board approve.

8.01) EXECUTIVE COMMITTEE: The Officers of the Society elected by the General membership shall comprise the Executive Committee. The Executive Committee shall be chaired by the President, unless the officers thereat otherwise decide. The Executive Committee is at all times accountable to the board of Directors. The immediate Past - President of the Society shall also be a member of the Executive Committee with voice and vote.

8.02) OTHER COMMITTEES: Upon resolution, the Board of directors may delegate any of its powers to any one or more Standing or Ad Hoc Committees consisting of such Society members as the directors deem proper. Any Committee so formed shall, in the exercise of the powers so delegated, conform to all Society By-Laws, Regulations, Policy Statements and conditions that may be applicable or imposed. It is recommended that there be the following Standing Committees:

a) Membership
b) Nomination
c) Continuing Education
d) Ethics
e) Public Relations
f) Finance
g) Fund Raising
h) Audit

8.03) COMMITTEE CHAIR: Each Standing or Ad Hoc Committee shall be chaired by a Director of the Society.

8.04) PRESIDENT: The President shall be ex-officio a member of all committees.

9.01) BORROWING: For the purpose of carrying out the objects of the Society, the Board, on behalf of the Society may borrow, raise or secure the payment of money in such manner as it deems proper subject to the restrictions, if any, under law contained in the Societies Act, in other applicable law or in these By-Laws.

9.02) AUDIT: The financial Affairs of the Society shall be audited annually and the resulting Audit Report made known to the members of the Society

9.03) AUDIT COMMITTEE: The financial audit shall be conducted by a committee of 2 or more Active Members of the Society or by a person who holds a designation as a "C.G.A.", C.M.A." or "C.A.", such auditor or audit committee to be appointed at a general or special meeting of the Society.

9.04) The financial records of the Society may be inspected by members of the Society at such time and place as the Executive Committee may designate from time to time.

9.05) The fiscal year end of the Society shall be February 28th.

SECTION 10 SOCIETY RECORDS

10.01) RECORDS OF THE SOCIETY: The Secretary shall be responsible for the preparation and custody of attendance records, minutes of proceedings of meetings of the Directors, Officers and members of the Society. The Secretary shall also be responsible for all other books and records of the society save the financial records which are the responsibility of the Treasurer.

10.02) INSPECTION OF RECORDS: Minutes of meetings of members of the Society may be inspected by members of the Society at such time and place as the Executive Committee may designate from time to time.

SECTION 11 OTHER MATTERS

11.01) FORMAL ASSOCIATION WITH OTHER BODY: The society may, upon a favourable vote of active members at a duly convened General or Special meeting, approve the entering into of a formal association with another society, educational institution or governmental agency in order to promote the objects of the society.

11.02 MEMBERSHIP IN OTHER SOCIETY: Subject to any applicable legislation and these By-Laws, the society may, upon a favourable vote of active members at a duly convened General or Special meeting, become a member, sub member, associate member, affiliate member or otherwise join another society provided the objects of the other society are not in conflict with the objects of this society.

a) Membership of any kind in another society as contemplated by this section shall not constitute an amalgamation with the said other society.

SECTION 12 REGULATIONS AND POLICY STATEMENTS

REGULATIONS

12.01) The Board of Directors may make regulations:

a) regarding membership application procedures and requirements;
b) regarding suspension of members;
c) regarding professional conduct;
d) regarding certificates of membership;
e) regarding educational standards;
f) regarding the Association’s crest.
A regulation made under this section shall not be effective until such time as it has been ratified by the members at a meeting of members.

12.02) POLICY MATTERS: The Board shall develop policies for and on behalf of the Society.

SECTION 13 REVISION OF BY-LAWS

13.01) REVISION OF BY-LAWS: These By-Laws may be revised, rescinded, altered or added to by a Special Resolution passed by not less than 75% of Active Members personally present at a Special General meeting called pursuant to these by-laws.

SECTION 14 SOCIETY SEAL

14.01) SEAL CUSTODY: The seal of the Society shall be held in the custody of the Secretary at the registered office of the Society.

14.02) USE OF SEAL: Any use of the seal shall be authenticated by the signatures of two (2) officers of the Society.

SECTION 15 REMUNERATION

15.01) REMUNERATION: No person shall receive remuneration or recompense for any service or function in his capacity as a Director, Officer or Member of the Society.

SECTION 16 BY-LAW HEADINGS

16.01) HEADINGS: Headings are included for information only and do not form part of these By-Laws.

SECTION 17 GENERAL MATTERS

17.01) DISSOLUTION: The society may be dissolved, or its Certificate of Incorporation surrendered, or the society otherwise wound up in accordance with the provisions of the Societies Act, or other applicable legislation.

17.02) Upon dissolution, surrender of the Certificate of Incorporation or winding up of the society, all remaining assets after payment of all just debts and liabilities shall be distributed to one or more non profit organizations in Alberta, upon the decision of the Board.

17.03) PARLIAMENTARY AUTHORITY: The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these By-Laws, the Regulations made thereunder and any special rules of order the Society may adopt. In the case of a conflict, disagreement or point of confusion between these By-Laws, a Regulation made thereunder or any special rule of order the Society may adopt and Roberts Rules of Order Newly Revised, the By-Law, Regulation made thereunder or special rule of order shall always take precedence.

17.04) CONFLICT WITH LAWS: In any case where these By-Laws or a Regulation thereunder are in conflict with any law, by-law, regulation or procedure of the government of Canada or Alberta or a municipal government, the By-Law or Regulation of the society shall prevail as permitted by law.

17.05) INTERPRETATION: In reading and construing these By-Laws and any Regulation or Policy made thereunder, all words construed in the singular shall include the plural and the masculine gender shall equate to and include the feminine or a body corporate where the context herein so requires.

17.06) PENALTY: Any member that contravenes these By-Laws or the Regulations is subject to:

a) a fine pursuant to the provisions of the Societies Act and/or
b) Suspension from membership and/or
c) Expulsion from membership.