CONSTITUTION AND BYLAWS –
408 GOOSE SQUADRON ASSOCIATION
ARTICLE I – NAME
- The name of the association shall be “408 Goose Squadron Association”, a Society registered under the Societies Act of Alberta.
ARTICLE II –OBJECTIVES
- The 408 Goose Squadron Association (hereinafter known as the “Association”) will provide financial and other support to promote the legacy of 408 Squadron.
ARTICLE III – MEMBERSHIP
- Regular voting membership in the Association is automatically granted to all active serving members of 408 Squadron
- Membership will also include any person or representatives of organizations interested in furthering the aims and objectives of the Association. This membership shall include, but not be limited to, past members of the 408 Squadron.
- There will be a $10.00 fee for membership for non-serving members of 408 Squadron
- All members shall be entitled to receive notice of annual, general and special meetings of the Association and shall have the right to attend and vote there at, each member having one vote.
- A member may resign at any time by providing the President or Secretary with suitable notice of his/her intent.
- All members shall be responsible for behaving in accordance with the Bylaws and objectives of the Association.
- Any member, upon a majority vote at a general meeting, may be expelled from membership with notice in writing, for any cause that the Association may deem detrimental to the Aim and Objectives of the Association.
ARTICLE IV – OFFICERS AND EXECUTIVE
- The officers of the Association may consist of the following positions:
Two (2) Members-at-Large if and when required.
These officers shall form the Executive Committee.
- Powers of the Executive: The Executive is responsible to the membership to:
- Control, administer and manage Association business and activities, subject to the By-Laws, Rules, and any directions given to it by a 75% vote of Members at a properly called and constituted meeting; and
- Make in their own names as agents of the Association and its members, any lawful contracts, arrangements or agreements, which these By-Laws authorize.
- The Commanding Officer or his Designated Representative shall be an ex-officio member of the Executive Committee and all subsequent committees that from time to time may be formed there under.
- The Commanding Officer or his Designated Representative shall have no voting rights except as designated in Article 6, Section 6.6, Sub-sections f & g of these Bylaws.
- The term of office shall be two years from the Annual General Meeting unless otherwise stated.
- In no case shall an officer serve more than four (4) years in the same position without the approval from the majority of members at the Annual General Meeting.
- All outgoing officers shall turn over all books and records in their possession to the incoming officer within two (2) weeks of their election at the Annual General Meeting.
- In order to encourage participation, only one position shall be held by any one person.
ARTICLE V – DUTIES OF THE EXECUTIVE COMMITTEE MEMBERS
5.1 The President shall:
- Be the official spokesperson of the Association
- Preside over all Executive and General Meetings
- Serve as an ex-officio member of all committees
- Assure that general policy is carried out and generally supervise the business and operation of the Association
5.2 The Vice President shall:
- Act in the place and stead in the absence of the President at his/her request with the full power and authority to perform all the duties of the President.
5.3 The Secretary shall:
- Attend all meetings of the Association and Executive and keep accurate minutes of the same.
- In the case of the absence of the Secretary, such officer as may be appointed by the Chair shall discharge his/her duties.
- Attend to correspondence arising from the business of the Association.
- Keep previous minutes, records from retiring officers and committees, and any other pertinent Association records in the archives. These records shall be open for inspection by the membership at all times.
- Be responsible for preparing other books and records as required.
- Provide written and /or electronic notice twenty-one (21) days in advance of the Annual General Meeting.
- Be responsible for all notices of meetings and business items.
- Provide a listed agenda for the current meeting and a copy of previous minutes to each member immediately prior to the next scheduled meeting.
- Be responsible for the production of the Association Newsletter.
5.4 The Treasurer shall:
- Take charge and be responsible for all funds and keep an accurate account of all ordinary receipts and disbursements.
- Be responsible for the securities and property of the Association and shall perform such other duties as may be directed by the President.
- Properly account for all financial transactions and shall present a detailed accounting to the Executive Committee.
- Present a current written financial report at each Executive and Regular Meeting.
- Be responsible for an annual audited Statement of the Activities and Financial Position of the Association for submission to the Membership at the Annual General Meeting. A copy of such statement shall be given to the Secretary for the Association records and a copy shall be delivered to Alberta Consumer and Corporate Affairs in accordance with the Alberta Societies Act.
- Pay all bills and other legal debts incurred by the Association as approved and directed by the Executive Committee and shall report at all meetings all receipts, expenditures and accounts payable.
- Co-operate fully with the Auditor or Audit Committee pursuant to Article 14 and shall turn over all cheques, records and documents to the incoming Treasurer no later than two (2) weeks after the end of his/her term of office.
5.5 The Two members-At-Large shall:
- Attend all Executive, Annual, Special and General Meetings.
- Assume any duties appointed to them by the Executive Committee.
5.6 The Commanding Officer or his Designated Representative shall:
- Attend all Executive, Annual, Special and General Meetings when such attendance does not interfere with his/her regular duties with the Squadron.
- Act as liaison between the Association and the Squadron.
- Advise as to the suitability of any project undertaken by the Association in regards to the policy and regulations of the Canadian Armed forces.
- Have access to the books and records of the Association in the same manner as any other member as stated in Article XIV, Section 4 of these Bylaws.
- Notwithstanding the voting privileges as stated in Article IV, Clause 4.4, the Commanding Officer or his Designated Representative shall reserve the right to veto any project undertaken by the Association that contravenes the above stated Regulations or policy(5.6c).
- Such veto power shall be used as a last resource only and shall not be misused or abused.
ARTICLE VI – COMMITTEES
6.1 The Executive may, from time to time, appoint a committee for any purpose. The Executive may:
- Designate the committee as a standing or special committee.
- Establish the terms of reference of the committee or approve the terms of reference recommended by the committee.
- Appoint members to the committee, remove the chair of the committee or fill a vacancy in the committee.
- Establish or approve a budget for the committee.
- Delegate to the committee any of the powers of the Executive, except the power of delegation.
- The Chairs of Standing Committees will report to the Executive Committee as required.
ARTICLE VII – MEETINGS
- General meetings shall be ordinarily held at least once during the fiscal year. Members shall be notified by phone and/or electronic means twenty one (21) days in advance and/or notice of these meetings will be set out in the Association newsletter to be provided to each member on a regular basis.
- Executive meetings shall be held at the discretion of the Executive and at such other times deemed necessary by the President or any three (3) members of the Executive. Three (3) members, which must include the President or Vice-President, will be considered a quorum.
- The Association shall also meet annually within two (2) months of the end of the fiscal year to elect the Executive Committee to transact any other business as is usually conducted at the Annual General Meeting. Proper notice of these meetings will be set out in the Association newsletter to be provided to each member on a regular basis. Officers and chairpersons so elected shall serve until their successors are elected and installed.
- Special meetings may be called by the President whenever necessary, or when petitioned by ten (10) or more members in writing seven (7) days prior to the date of the meeting.
- Majority of members present, which must include at least 3 members of the executive of which one must be the President or Vice-president, shall be considered a quorum for all general and special meetings.
- All meetings of the Association will be conducted in accordance with Robert’s Rules of Order.
ARTICLE VIII – ELECTION OF OFFICERS
- The Past president shall chair a Nominating Committee of two (2) non-executive members for the purpose of presenting a slate of officers at the Annual General Meeting.
- Nominations may be given to the Nominating Committee prior to the Annual General meeting. Persons nominated must have given prior consent. Nominations will also be accepted from the floor and then will be closed.
- The elections shall take place at the Annual General Meeting.
- A mid-term vacancy shall be filled by nominations from the floor and voted on or, if none is forthcoming, by appointment of the Executive, to be ratified at the next General Meeting of the Association.
ARTICLE IX – REMOVAL OF OFFICERS
- If an officer is not fulfilling his/her obligations to the Association, the Executive shall meet and make a recommendation for replacement. This recommendation must be passed by a majority of not less than 75% of such members entitled to vote as are present in person at the General or Special meeting of which seven (7) days written and/or electronic notice indicating the recommended replacement has been given.
- Any officer so removed or replaced shall turn over any Association records or property held by him/her to the Association immediately.
- Any officer so removed or replaced shall be held responsible and liable for any misrepresentation or financial discrepancies discovered after his/her removal and the Committee is empowered to take whatever action it deems necessary to rectify such misrepresentation or discrepancies up to and including legal action.
ARTICLE X – VOTING
- All decisions at any meeting shall be decided by a simple majority of votes by open or closed ballot at the discretion of the chair on request from a majority of members present.
- Special Resolutions of a major monetary impact or other importance shall be made by a 50% plus one
majority of the attending members at a General or Special Meeting.
- In the case of a tie vote, the President is entitled to a second or deciding vote to resolve the decision and shall declare whether any resolution was carried or lost. All such decisions and resolutions shall be entered into the minutes by the Secretary.
- All votes should be made in person. Regional Executive Committee members may vote by proxy or through electronic correspondence.
ARTICLE XI – REMUNERATION
- No remuneration is to be made to any member of the Executive Committee or Committee.
- Reasonable out-of-pocket expenses incurred in the conduct of the business of the Association will be reimbursed, provided proper and valid receipts are submitted for such an expense within fourteen (14) days of the expenditure. The Treasurer shall decide if the expenses are valid, and have the Executive President, Vice-President, or Secretary approve the reimbursement.
- Advances may be given to members for conduct of business of the Association. Proper accounting with receipts shall be submitted no later than fourteen (14) days after the expenditure of such advance.
ARTICLE XII – BANKS AND BORROWING POWERS
- The Association shall establish an account in the financial institution of its choice for the purpose of conducting the business of the Association. The Association will have the authority to withhold a reasonable portion of any funds raised to cover its day-to-day operating expenses. Receipt and expenditure of such funds will be accounted for by the Treasurer.
- For the purpose of carrying out its objectives, the Association may borrow or raise or secure the payment of money in such a manner as it deems fit. In particular it may raise money by debentures or loan but only under the authority of the Committee by Special Resolution of a 75% majority of the members
- Signing authority shall be the President, the Treasurer and one other Executive member voted on by the Executive Committee. Any cheques or financial obligations shall bear the signatures of any two (2) of three (3) designated signing officers approved at the Annual General Meeting.
ARTICLE XIII – FISCAL YEAR AND AUDITING
- The fiscal year of the Association shall be from April 1 to March 31 of next year.
- The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two (2) members of the Association elected for that purpose at the Annual Meeting and who are not part of the Executive Committee.
- The books and records of the Association shall be open to any member of the Association at any time provided seven (7) days notice is given and a time satisfactory to the Secretary and/or Treasurer is arranged.
ARTICLE XIV – SPECIAL RESOLUTIONS
- Special Resolutions may be submitted to a General Meeting of the Association for consideration and voting on by the membership providing that notice of such Special Resolution was given to the members not less than twenty-one (21) days prior to the General Meeting.
- A Special Resolution, once presented at a meeting of the Association must be voted on at that meeting and shall require the approval of no less than 75% of the eligible voting members at that meeting.
- The Executive Committee shall not have the authority to pass Special Resolutions without submitting them to the membership at a General Meeting.
ARTICLE XV – SEAL
- The Association will keep no seal.
ARTICLE XVI – BYLAW AMENDMENTS
- A 75% majority of the quorum is necessary to pass amendments to these bylaws. A quorum for the purpose of amending bylaws shall consist of at least 75% of the Executive Committee and 5 Association members.
- The bylaws may be amended by Special Resolution called for such purpose with no less than twenty-one (21) days notice to the members being given prior to the next General Meeting.
ARTICLE XVII – DISOLUTION/SUSPENSION
- The Association may be dissolved by Special Resolution and the approval of 75% majority of the members present at a meeting called for that single purpose.
- If the Association is dissolved by its membership, all remaining assets, after payment of liabilities shall revert to the Royal Canadian Air Force Association.
- The Squadron will in no way be held responsible for any debts or liabilities incurred by the Association.
I concur with these bylaws as written and present them to the interim Executive committee for acceptance by vote.
CO 408 THS