Proposed Bylaw Changes
NOTICE OF SPECIAL RESOLUTION TO BE PROPOSED AT PCBFA ANNUAL GENERAL MEETING – FEBRUARY
Dear PCBFA Members,
On behalf of the current PCBFA Board of Directors, I would like to update you on the bylaw amendments that we submitted following our February 2019 AGM. The membership had moved to repeal and replace the entire set of bylaws, after learning that the numerous bylaw amendments we had made over the years at Annual General Meetings were not filed properly with Corporate Registries, and in fact, our bylaws had never been changed since the original set
was filed in 1982. Two amendments to the bylaws were made in 2018.
The new set of bylaws we filed have been rejected by Corporate Registries. It appears that, since the original filing in 1982, the Societies Act has changed, and some of the sections of the bylaws that we did not even make any changes to, actually no longer meet their requirements. We did extensive research on the Societies Act, and writing effective bylaws, and found that our bylaws left a lot of questions unanswered. We felt that this was a good opportunity
to do a thorough review and updating of PCBFA’s bylaws, and so we have done that.
At the Annual General Meeting on February 22nd, 2020, the board will once again be putting forward a motion to repeal and replace the entire set of bylaws with the attached document. This document has already been submitted to Corporate Registries for a preliminary review, and they have confirmed that everything is now in accordance with the Societies Act. In order to avoid a repeat of last year, we ask that you please take the time to review these now, and put forward any questions or thoughts immediately. This way, we can run these suggestions by Corporate Registries ahead of the AGM, and ensure that the bylaws that are passed at the meeting will not be rejected again. This is very important because this bylaw update process is also holding up our charitable status application. We cannot proceed with the application until we have approved, updated bylaws in place.
Please review these bylaws carefully, and send all thoughts, concerns, questions, and suggestions to any of our directors, or to our Interim General Manager, Chelsey Hostettler, at or 780-523-0443.
Peace Country Beef & Forage Association
Bylaws of the Peace Country Beef & Forage Association
1.1 The name of the society is the Peace Country Beef & Forage Association.
1.2 The following articles set forth Bylaws of the Peace Country Beef & Forage Association.
2.1 Society shall mean the Peace Country Beef & Forage Association.
2.2 Board shall mean the Board of Directors of this Society.
2.3 Director shall mean any person elected or appointed to the Board.
2.4 Member shall mean a member of the Society.
2.5 Officer shall mean any Officer listed in Article 5.2.
2.6 Annual General Meeting shall mean the annual general meeting described in Article 4.1.
2.7 Special Meeting shall mean a special meeting as described in Article 4.2.
2.8 Bylaws shall mean the Bylaws of this Society as amended.
2.9 Registered Office shall mean the registered office for the Society.
2.10 Voting Member shall mean a Member entitled to vote at the meetings of the Society.
3.1 Any person, partnership or co-operation may become an Active Member who
• Is interested in the objects of the Society,
• Is a primary producer of agricultural products.
3.2 Anyone else who wishes to be a Member will be an Associate Member with no voting privileges.
3.3 Any Member may withdraw from the Society by sending written notice to the Board through the Secretary.
3.4 Membership fee in the Society shall be as determined at the Annual General Meeting.
3.5 Membership fees shall be paid on or before the Annual General Meeting or accepted at any other time and shall be valid until the next Annual General Meeting.
3.6 Payment of the membership fee entitles the Active Member to the privileges and responsibilities of membership including voting in elections for the Board.
4 Meetings of the Society
4.1 The Annual General Meeting
4.1.1 The Society shall hold an Annual General Meeting each year, to be called by the Directors, and held at such a time and place as determined by the Directors.
4.1.2 Notice of the Annual General Meeting shall be advertised in the Society newsletter at least twenty-one (21) days prior to the meeting, giving the time and place of the meeting and such additional notice or information as the Directors may decide.
4.1.3 Agenda for the Meeting
The Annual General Meeting deals with the following matters:
a. Adoption of agenda
b. Reading and adoption of minutes of the last Annual General Meeting
c. Addresses and reports of Officers
d. Presentation of awards and recognitions of service
e. Review of financial statements setting out the Society’s income, disbursements, assets, and liabilities and the auditor’s report
f. Appointment of auditor
g. Unfinished Business
h. New Business
i. Election of Directors
4.1.4 Ten (10) percent of the Active Members of the Society constitute a quorum at the Annual General Meeting.
4.2 Special Meetings of the Society
4.2.1 The Society shall hold Special Meetings as needed, to be called by the Directors, and held at such a time and place as determined by the Directors.
4.2.2 Notice of Special Meetings must be advertised in the Society newsletter at least twenty-one (21) days prior to the meeting, giving the time and place of the meeting and such additional notice or information as the Directors may decide.
4.2.3 Only the matter(s) set out in the notice for the Special Meeting are considered at the Special Meeting.
4.2.4 Ten (10) percent of the Active Members of the Society constitute a quorum at Special Meetings.
4.2.5 Voting at Special Meetings is done by show of hands.
4.2.6 Special Meetings must be called by the Directors to receive authorization from the membership before selling, mortgaging, leasing for over a year or otherwise disposing of any real property owned by the Society
4.3 Presiding Officer
4.3.1 The President chairs the Annual General Meeting and every Special Meeting of the Society. The Vice-President chairs in the absence of the President.
4.3.2 If neither the President nor the Vice-President is present within one-half (1/2) hour after the set time for the meeting, the Members present choose one (1) of the Members to chair.
4.4.1 Each Active Member has one (1) vote per valid membership.
4.4.2 Voting is done by ballot at the Annual General Meeting.
4.4.3 The President votes only as a tie-breaking vote.
4.4.4 A Voting Member may not vote by proxy.
4.4.5 A majority of the votes cast by Voting Members present decides each issue and resolution, except where the issue needs to be decided by a Special Resolution.
4.4.6 The President declares a resolution carried or lost. This statement is final, and does not have to include the number of votes for and against the resolution.
4.5 Failure to Give Notice of Meeting
No action taken at the Annual General Meeting is invalid due to:
a. Accidental omission to give any notice to any Member;
b. Any Member not receiving any notice; or
c. Any error in any notice that does not affect the meaning.
5 Governance of the Society
5.1 The Board of Directors
5.1.1 The Board governs and manages the affairs of the Society. The Board may hire a paid General Manager to carry out management functions under the direction and supervision of the Board.
5.1.2 Directors shall receive a twenty-five (25) dollar per diem per meeting attended, and be paid mileage at a rate that matches the current provincial government rate.
5.1.3 The Board shall consist of a minimum of ten (10) Directors elected at the Annual General Meeting of the Society.
18.104.22.168 The Board of Directors shall consist of four Directors from the North District and two Directors from each of the Southeast and Southwest Districts, with an additional two Directors at large.
The district boundaries will be divided as follows:
1. North District: North of the Peace River, and from Peace River west to the B.C. Border inclusive;
2. Southeast District: South of the Peace River, and east of the Smoky River;
3. Southwest District: South of the Peace River, and west of the Smoky River to the B.C. border.
If a district is unable to fill its Director positions, the Society may fill the position with another Director at large.
22.214.171.124 Only those Active Members of the Society who have paid their membership for the ensuing year shall be qualified to be elected as a Director or to vote at an election for a Director of the Society.
5.1.4 Term of Office
126.96.36.199 Each Director will be elected for a term of two (2) years with Directors elected at each Annual General Meeting. No Director will serve more than three (3) consecutive terms.
188.8.131.52 Additional Directors may be elected at the Annual General Meeting to complete the unexpired term of a vacancy on the Board.
5.1.5 Resignation & Removal of Directors
184.108.40.206 A Director may resign from office by submitting notice in writing to the Board. The resignation takes effect on the date the Board accepts the resignation.
220.127.116.11 A Director may be removed from the Board for egregious acts, failure to fulfill duties or conflict of interest. Directors are removed by vote of the Board, with not less than eighty (80) percent of the Board in favour. The President is allowed to cast a vote on this matter.
5.1.6 Meetings of the Board
18.104.22.168 Meetings of the Board shall be called by any Officer of the Society.
22.214.171.124.1 Seven (7) days’ notice for Board meetings is sent in writing to each Director. Directors may waive notice.
126.96.36.199 Fifty (50) percent of the Directors at a meeting of the Board constitute a quorum.
188.8.131.52 Each Director has one (1) vote, and voting is done by a show of hands. The President votes only to cast a tie-breaking vote.
184.108.40.206 Meetings of the Board are closed to Directors only, except by invitation.
220.127.116.11 A meeting of the Board may be held by a conference call. Directors who participate in this call are considered present for the meeting.
18.104.22.168 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.
5.2.1 The Officers of the Society are the President, Vice-President, Secretary and Treasurer.
5.2.2 A meeting of the newly elected Directors shall be held within one month of the Annual General Meeting to elect from the Board all Officers to serve for the ensuing year.
5.3 Duties of the Officers of the Society
5.3.1 The President
• When present, presides at all Board meetings, Special Meetings, and the Annual General Meeting of the Society;
• Provides leadership to the Society that will result in the achievement of the objectives of the Society;
• Exercises general supervision and direction over the business of the Society;
• Delegates tasks and responsibilities to other Directors so they may take an active part in the affairs of the Society;
• Provides for the orientation of new Directors immediately after the election;
• Initiates appropriate workshops or other in-service training for Directors and the membership that will improve the functioning of the Society; and
• Represents the Society in the community and with other community organizations.
5.3.2 The Vice-President
• Presides at meetings in the absence of the President; and
• Performs such other duties as may be directed by the President.
5.3.3 The Secretary
• Keeps the minutes of all meetings;
• Sends notice of all meetings as required by the Bylaws;
• Receives and responds to all correspondence as directed by the Board;
• Returns to Corporate Registries a list of Directors elected at the Annual General Meeting for the ensuing year and a statement of receipts and expenditures and assets and liabilities for the preceding year;
• Circulates information of interest to the membership;
• Keeps custody of the seal of the Society which, when used, shall be authenticated with the signature of the Secretary and the President; and
• Performs such other duties as may be directed by the Board
5.3.4 The Treasurer
• Maintains such records as required by the Directors;
• Presents the records for audit and presents the audited statement at the Annual General Meeting;
• Prepares the annual financial statements as required for submission;
• Receives and deposits all funds of the Society in the bank designated by the Board;
• Submits all bills for approval of payment to the Board;
• Prepares cheques in payment of accounts for signature;
• Receives membership fees for the ensuing year at the Annual General Meeting;
• Prepares the necessary documentation required for application for the general, operating, or capital grants that may be available to the Society; and
• Performs such other duties as may be directed by the Board
5.4 Board Committees
5.4.1 The Board may appoint committees to advise the Board.
5.4.2 A Director will chair each committee and he or she will be a member of the committee.
5.4.3 With the exception of the one (1) Director, the balance of the committee may be recruited from the membership.
5.4.4 The committee will receive from the Board a detailed outline of what they are expected to do, time limits for completing the task, directions for when and how they are to report to the Board, and directions as to a budget.
5.4.5 The committee will have the power to develop necessary sub-committees to complete the task.
6 Books and Records of the Society
6.1 The Secretary keeps a copy of the minute books and records all minutes of all meetings of the Members and of the Board.
6.2 The Secretary keeps the original minute books at the Registered Office of the Society. This record contains minutes from all meetings of the Society and the Board.
6.3 A Member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of his or her intention to do so.
7 Society Funds
7.1 The funds of the Society, however derived, shall not be expended for any objects inconsistent with those of the Society.
7.2 The funds shall be deposited to the credit of the Society in a chartered bank or other similar institution as directed by the Board.
7.3 Cheques of the Society shall be signed by any two (2) Directors. The Board may authorize the General Manager to sign cheques.
8 Borrowing by the Society
8.1 The Society may, for the purpose of carrying out its objectives or for capital purposes, from time to time borrow sums of money and may from time to time issue notes, bonds, debentures and other securities, subject to Article 10.3.
9 Execution of Documents
9.1 All documents required to be executed by or on behalf of the Society shall be authorized by resolution of the Directors, and shall be executed by such officers, or other persons, as are designated in the authorizing resolution, and those documents shall not be binding upon the Society unless properly executed on behalf of the Society as foresaid.
10.1 The Bylaws of the Society can only be altered, rescinded or added to by a Special Resolution of the Members.
10.2 A copy of the original Bylaws will be transmitted to Corporate Registries and any changes will be forwarded immediately.
10.3 Subject to the Bylaws of the Society, the Directors may act for and on behalf of the Society, and all grants and other funds of the Society shall be received and expended under their direction with the exception of debentures, which can only be issued with the sanction of a Special Resolution.
11 Fiscal Year
11.1 The fiscal year of the Society shall be a twelve (12) month period commencing on the first day of April each year.
12.1 The Directors shall appoint an auditor/reviewer of the Society who shall hold office from year to year and may be replaced by resolution of the Directors or Members at the Annual General Meeting.
12.2 No members of the Board shall be appointed auditor/reviewer during his/her term of office as a Director.
12.3 The auditor/reviewer shall audit the accounts of the Society annually in advance of each Annual General Meeting and the audited statement of the financial affairs of the Society shall be presented to the Annual General Meeting.
13 Distributing Assets and Dissolution of Association
13.1 The assets of the Society shall not be distributed to its Members at any time, including in the event of the dissolution or winding up of the Society
13.2 In the event of the winding up or dissolution of the Society, the Board charged with the winding up or dissolution shall, after paying all debts and liabilities of the Society and fulfilling all contractual obligations, distribute or dispose of the remaining assets of the Society to a registered charity in Alberta who they feel most appropriate, given the circumstances that prevail at that point in time.
14 All Other Matters
14.1 In the event that these Bylaws do not adequately cover any situation or item of concern to the Directors or Members, reference shall be made to the Societies Act, which shall be the supreme authority whereby the actions and activities of the Society are managed and controlled.