- The name of the Society is REHOBOTH, A Christian Association for the Mentally Handicapped of Alberta.
- The objects of the Society are:
A) To serve and promote the welfare of the handicapped persons in a Christian environment as well as the welfare of their families.
B) To develop or promote the development of a system of comprehensive services and facilities for handicapped persons and their families.
C) To foster mutual help and cooperation among all those entrusted with the care of and help for handicapped persons.
D) To develop a better understanding by the public of the problems faced by the handicapped and their families.
E) To cooperate with all public and private agencies, international, national, provincial, and local and with federal, provincial and local authorities in furthering the objects of the Society.
F) To establish or promote the establishment and maintenance of hospitals, clinics, homes, residences, schools, training centres, crisis centres, workshops, employment centres, recreation centres, and other similar facilities for the handicapped.
G) To further research related to the objects of the Society.
H) To further the training and education of personnel for work with the handicapped.
I) To solicit and receive funds by way of contributions, subscriptions, legacies, grants or by any other lawful means and to receive gifts of property of any description.
J) To purchase, take on lease or otherwise acquire or hold lands and/or buildings or any interest therein for the purpose of carrying out the objects of the Society.
K) To sell, manage lease, mortgage, dispose of or otherwise deal with the property of the Society.
L) To undertake all such things as are necessarily or incidentally related to the attainment of the objects of the Society.
- The Society shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in promoting its objects.
- The operations of the Society are to be chiefly carried out in the Province of Alberta.
BYLAW NO. 1 – BASIS
On the basis of the Bible, the revealed Word of God, and in response to the Word of God with Whom there is no favouritism and manifest in the mercy of Jesus Christ, His Son and our Saviour, the members of this Association affirm their responsibility to serve God and to serve their fellowmen through mutual respect and compassion.
BYLAW NO. 2 – DEFINITIONS
A) The name of the Association is, and the word “Association” where it appears in these Bylaws, shall mean and refer to REHOBOTH, A Christian Association for the Mentally Handicapped of Alberta.
B) In these Bylaws, unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number of the feminine gender, as the case may be and vice versa.
C) In these Bylaws “in good standing”, when applied to members of the Association shall be deemed to mean a member, who at the particular time is a member who has paid his annual membership fee and who has not resigned or been expelled.
D) “Special Resolution” in these Bylaws shall mean a resolution passed by a majority of not less than three fourths of such members of the Association entitled to vote as are present in person or by proxy at a general or duly called special meeting of the Association of which 30 days written notice has been duly given specifying the intention to propose a resolution as a Special Resolution.
E) “The Board” shall refer to the elected Directors of the Association.
F) “Parent” shall, in these Bylaws, include a foster parent or legal guardian in addition to a natural parent.
BYLAW NO. 3 – MEMBERSHIP
A) Any person interested in the aims and objectives and willing to accept the Basis of the Association as set out in Bylaw No. 1 of the Association may apply for membership by completing such application form as shall be approved by the Board. After completion of this application form, it shall be referred to the Board and upon acceptance by the Board and payment of such annual membership dues as shall be set by a general meeting of the Association from time to time, the applicant shall become a member in good standing.
B) A member in good standing shall be entitled to Notice of Meeting of the Association, to addend and vote at such meetings and to hold office in the Association if duly qualified and elected pursuant to these Bylaws.
C) A member in good standing present at a meeting of the Association shall be entitled to one vote on all matters voted upon by the Association at such meetings.
BYLAW NO. 4 – VACANCIES, RESIGNATION, EXPULSION AND LOSS OF MEMBERSHIP
A) A member may withdraw from the Association by tendering his resignation in writing to the Secretary. A member may be expelled from the Association by unanimous vote of the Board, provided, however, that if the member under consideration for expulsion is a member of the Board, the word “unanimous” shall not include the vote of the member under consideration for expulsion and that, in addition, the procedures from removal of a Board member set out in Bylaw No. 6 (C-3) shall apply.
B) Membership dues shall be paid annually.
BYLAW NO. 5 – MEETINGS
A) An annual General Meeting of the Association shall be held once in each year at such a time and at such place within the Province of Alberta as shall be decided upon the Board, but within three months from the end of the fiscal year of the Association. Notice of the time and place of the Annual General Meeting shall be mailed to each member at least thirty days before the holding of such meetings. At every Annual General Meeting, in addition to any other business that may be transacted, elections for membership of the Board of Directors shall be held, a financial statement, and the report of the auditors for the preceding year shall be presented for approval, and Auditors shall be appointed for the ensuing year.
B) Special General Meetings of the Association may be called by Order of the President, or by the President or Secretary upon written request signed by twenty or more voting members in good standing, or by five or more members of the Board, such written request to specify the nature of the business at such a meeting and shall be confined to the items specified in such a written request.
C) A written notice of the time and place of any Special General Meeting specifying the nature of the business to be transacted thereat shall be mailed to each member at least seven days prior to the date for such Special General Meeting.
D) Each member in good standing shall be entitled to one vote on any matter to be voted upon by the Association. Except where otherwise specified, motions or resolutions shall be adopted by a simple majority, the presiding officer having voted. When so requested by one or more members and for all elections, voting shall be by secret ballot.
E) Twenty members in good standing shall constitute a quorum at any meeting of the Society.
F) The Secretary or The General Alternate (in the absence of the Secretary) shall prepare and be custodian of the minutes of proceedings of meetings of the Association.
BYLAW NO. 6 – BOARD OF DIRECTORS
A) The affairs of the Association shall be managed and conducted by the elected Board of Directors. The directors shall serve as directors and officers without remuneration, and no director shall directly or indirectly receive any profit from his position as director or officer; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. (Amended June 12, 1982)
B) The Board shall be elected at the Annual General Meeting of the Association from among the members of the Association in good standing. An employee, an employee’s spouse and members of the family to the first degree may not be appointed to the Board of Directors. Members to the first degree shall be identified as parents and siblings. Each member of the Board shall be elected to hold office until his successor shall have been duly elected and shall have taken office. The Board shall consist of no fewer than nine and no more than fifteen members. At the first meeting of the Board members elected at the first meeting of the Association, it shall be decided by the Board which of its members shall hold office for a term of one year, two years and three years respectively, provided that one-third of the Board’s membership shall retire each of those years. At the first regular Annual General Meeting and at each subsequent Annual General Meeting a sufficient number of Directors shall be elected to fill the vacancies left by the retiring one-third of the Board’s membership.
C) A member of the Board shall cease to be a member of the Board:
- At the time he ceases to be a member of the Association by his resignation in writing or otherwise ceases to qualify as a member in good standing.
- At the option of the Board when he absents himself from three or more consecutive meetings of the Board without reasonable cause.
- By resolution passed by three-fourths of the voting members of the Association present and entitled to vote, voting at a Special General Meeting called for that purpose.
D) In the event of a vacancy occurring in the Board for any cause, the Board may appoint a replacement to hold office until the Annual General Meeting of the Association, at which time the position would have otherwise been filled.
E) A majority of the Board shall form a quorum for the transaction of business. Questions arising at any meeting of the Board shall be decided by a majority of votes of the members of the Board present. In the case of a tied vote, the chairman shall have second casting vote.
F) Meetings of the Board shall be held at least six times in each year at such times and at such places as the Board may from time to time determine. A meeting of the Board may be convened by the President or any three members of the Board at any time. Notice of such meetings shall be communicated to each member of the Board no less than two days before the meeting is to take place. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and notice of such regular meetings need not be given. Meetings of the Board may be held at any time without formal notice if all members of the Board are present or those absent have waived notice or signified their consent in writing to the meeting being held in their absence.
G) The Secretary or The General Alternate (in the absence of the Secretary) shall prepare and be custodian of the minutes of proceedings of meetings of the Directors.
BYLAW NO. 7 – POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board shall have the following powers:
A) To purchase or take on lease or in exchange, hire and otherwise deal with any real and personal property and any rights or privileges, which the Board may think necessary or convenient for the purpose of establishing a headquarters for the Association and any other place or places of business as they may at any time decide upon, or for any other lawful purpose as the Association may decide at any General Meeting.
B) To obtain, collect and receive money and funds by way of contributions, donations, subscriptions, legacies, grants, or any other lawful method and to receive gifts of property of any and every description for use toward the furtherance of the objectives of the Association.
C) To appoint standing committees and chairmen for such committees as may be deemed necessary from time to time by the Board. Such chairmen may be selected from among members of the Board or members of the Association.
D) To invest in such manner as may be prescribed by law and may be determined from time to time by the Board, any monies of the Association not immediately required to meet expenses.
E) To hire the Executive Director and to approve the employment and salaries of such personnel as may be decided upon by the Board as necessary.
F) To provide for those employees seeking same, employee benefits as may be agreed upon by the Board and as prescribed by law.
G) To borrow or raise or secure payment of money in such a manner as it thinks fit and in particular by the issue of debentures, but this power shall be exercised only under authority of the Association and in no case shall debentures be issued without the sanction of a Special Resolution.
H) In addition to the foregoing, the Board shall have and exercise all powers permitted by law and necessary for the conduct of the affairs of the Association.
I) The Board shall see that all necessary books and records of the Association or by statute are regularly and properly kept.
J) To do such other things and make such decisions and policies as are deemed necessary in the furtherance of the objectives of the Association.
BYLAW NO. 8 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
A) LIMITATION OF LIABILITY – Every Director and Officer of the Society in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Society and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer for the time being of the Society shall be liable for the acts, receipts, neglects or default of any other Director or Officer or employee or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Society shall be placed out or invested or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Society of for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective Office or trust in relation thereto; PROVIDED THAT nothing herein shall relieve any Director of Officer from the duty to act in accordance with the Act and any regulations thereunder or from liability for any breach thereof. The Directors for the time being of the Society shall not be under duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into the name or on behalf of the Society, except such as shall have been submitted to and authorized or approved by the Board of Directors.
B) INDEMNITY – Subject to any limitations contained in the Act, the Society shall indemnify a Director or Officer, a former Director or Officer, a person who acts at the Society’s request as a Director or Officer, or a person or body corporate who undertakes of has undertaken at the Society’s request or consent any liability on behalf of the Society, and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or Officer of the Society or such body corporate, if:
- he acted honestly and in good faith with a view to the best interests of the Society; and
- in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
C) INSURANCE – Subject to any limitations contained in the Act, the Society may purchase and maintain such insurance for the benefit of its Directors and Officers as such, as the Board from time to time determined.
BYLAW NO. 9 – OFFICERS
A) The Officers of the Association shall consist of:
- The Past President
- The President
- The Vice-President
- The Secretary
- The Treasurer
- The General Alternate
B) The duties and tasks of the officers shall be determined from time to time by resolution of the Board of the Association.
C) The Board shall bond the Treasurer and such other persons as are deemed necessary in an amount as may be determined by the Board.
D) The Board of the Association, by resolution, may, as deemed necessary and expedient, fill the positions of Treasurer and Secretary by appointment for one year terms renewable indefinitely, to serve in those capacities as ex-officio members of the Board of Directors. The Past President will serve one year in addition to his/her regular term as ex-officio member of the Board of Directors of the Association.
BYLAW NO. 10 – ELECTIONS
The Board shall invite the members, at least two months prior to the Annual General Meeting, to present names of possible nominees to the Board. The Board of Directors will present at least one candidate and no more than two per vacancy to the general membership. All members who are unable to attend the Annual General Meeting shall be provided with an opportunity to elect Directors by mail. Nominations may also be presented from the floor at the Annual General Meeting, provided the nominee has granted prior approval. Such nominations shall not have the benefit of a mail-in vote.
BYLAW NO. 11 – COMMITTEES
A) The Board may appoint such committees as shall be deemed necessary for this Association.
B) Each committee shall consist of a Chairman and such other members as are deemed necessary. Their duties shall commence as soon as appointed and they shall serve during the term of their appointment, or until their successors are duly appointed or their committee is dissolved by the Board. All committee members shall be appointed by the Board and shall be subject to removal by the Board. A term of office shall be a maximum of three years. Each committee shall be responsible to the Board and shall make such reports as it may require and direct.
C) The Chairman of each committee shall present a written report of the activities of his committee, such report to be submitted to the Board prior to the end of the fiscal year as required by the Board and become part of the minutes of the Board.
D) The duties of each committee shall be determined by the Board.
E) The committees shall meet as required at the call of the Chairman.
BYLAW NO. 12 – EXERCISE OF BORROWING POWER
A) For the purpose of carrying out its objectives, the Association may borrow or raise or secure payment of money in such manner as it sees fit and in particular by the issue of debentures.
B) The power of the Association under A) above shall be exercised only under the authority of the Bylaws of the Association and in no case shall debentures be issued without the sanction of a Special Resolution of the Association.
BYLAW NO. 13 – AUDIT OF ACCOUNTS
The Association shall at each Annual General Meeting appoint an Auditor or Auditors to hold office until next Annual General Meeting and at least once in each year the accounts of the Association shall be examined and the financial statement reported on by the said Auditor or Auditors.
BYLAW NO. 14 – SEAL
A) The Secretary shall be the custodian of the corporate seal of the Association.
B) The seal shall not be affixed to any documents except in the presence of two Directors and the Secretary, or any two of the President, Vice-President, Secretary or Treasurer, and such officers shall sign every document to which the seal is so affixed in their presence.
BYLAW NO. 15 – AMENDMENTS
The Bylaws of the Association shall be rescinded, amended or added to only by Special Resolution of the Association.
BYLAW NO. 16 – INSPECTION OF BOOKS AND RECORDS
The books and records of the Association may be inspected by any member of the Association in good standing upon giving notice to the Secretary and the books and records may be inspected by such member within one week as advised by the Secretary at such reasonable hours as shall be fixed by the Recording Secretary.
BYLAW NO. 17 – FISCAL YEAR
The fiscal year of the Association shall be determined at the discretion of the Board.
BYLAW NO. 18 – BANKING AND SIGNING OFFICERS
A) The Signing Officers of the Association shall be any two of the President, the Recording Secretary and the Treasurer or any other Board member or employees approved by two-thirds majority of the Board.
B) The Signing Officers shall have authority on behalf of the Association to draw cheques, to sign, make, draw and accept bills of exchange, promissory notes and other negotiable or transferable instruments, or any other contract document or instrument in writing.
C) No money shall be withdrawn from any Association bank account except by cheque or draft duly signed by two of the approved Signing Officers.
BYLAW NO. 19 – RULES OF ORDER
Such rules of order as may be approved by the Board shall be used and followed at all meetings of the Association and the Board.
BYLAW NO. 20 – DISSOLUTION
In the event of dissolution or winding up of the Association, all its assets, after payment of liabilities, shall be distributed to one or more recognized charitable organizations which carry on their work solely in Canada.
BYLAW NO. 21 – INCOME
No part of the income of the Society may be payable to or otherwise available for the personal benefit of any member thereof, except for members employed by the Association for remuneration.