Bylaws Association of Independent Schools and Colleges in Alberta

We the undersigned, hereby declare that we desire to form a Society under The Societies Act, and that:

    1. The name of the Society is: Association of Independent Schools and Colleges in Alberta.
    2. The objects of the Society are as follows:
      1. To support and encourage high standards of education in the independent schools and colleges of the Province of Alberta;
      2. To make known and foster public understanding of the aims, ideals, philosophies and services of the independent schools and colleges of the Province of Alberta.
      3. To develop and foster understanding and co-operation:
        1. among Alberta’s independent schools and colleges,
        2. between Alberta’s independent schools and colleges and other educational institutions in Alberta,
        3. between Alberta’s independent schools and colleges and the Government of the Province of Alberta,
        4. between this association and similar associations in other provinces of Canada.
      4. To promote the following principles, namely that:
        1. parents have the duty and the prior right to educate their children.
        2. in a pluralistic society different and distinctive educational philosophies can be reflected in a variety of educational institutions which can make significant contributions to society’s educational system.
        3. public authorities have the obligation and responsibility to promote democratic freedom by assuring equal educational opportunity for all students.
        4. public authorities have an obligation to treat those parents who wish to exercise their right to a choice in education outside the school system established by public authorities with financial equity.
        5. an independent school should have the right to devise a curriculum fully compatible with its articulated philosophy of education.
        6. a school’s curriculum should at least have among its goals the provision of the opportunity for each child to the limits of his or her potential:
          1. to acquire the basic skills fundamental to his or her continuing education:
          2. to develop and maintain confidence and a sense of self-worth;
          3. to gain the knowledge and acquire the attitudes that he or she needs for active participation in Canadian society;
          4. develop the moral and aesthetic sensitivity necessary for a complete and reasonable life.
        7. no school may advocate or promote racial or ethnic superiority, or religious
          intolerance, or social change through violence.
      5. To promote the general welfare of this Society and of independent schools and colleges in the Province of Alberta and in Canada.
  1. Qualification
    Membership in the Society is open to independent schools and colleges, or to associations operating such schools and colleges, to private Early Childhood Services programs, and to associations sponsoring alternative programs in Alberta, accepted by the Board, subject to the following criteria:

    1. Membership:
      Membership with voting privileges shall be restricted to schools, colleges, and associations who:

      1. Meet the requirements of a Private School under the School Act, and
      2. declare in writing or via electronic communication their acceptance of the Objects of the Society, and
      3. agree to participate in and promote the objectives of the Society, and
      4. pay the annual fees as decided by the Annual General Meeting from time to time, and
      5. are located in the Province of Alberta, and
      6. agree to a two year probationary period during which time the Board retains the right to terminate the membership of the new member at its sole and unfettered discretion.
    2. Associate Membership:
      1. Any association planning to open an independent school or college in Alberta may apply for Associate Membership in the Society by the same criteria, as those applying for full membership.
      2. Any association which operates a school as an Alternative Program as defined in the School Act.
      3. Any association which operates an independent school outside of Alberta, but which uses the Alberta curriculum.
      4. Associate members shall be entitled to the rights and privileges of full membership except the right to vote and hold office.
    3. Supporting Membership
      1. Any individual, association or society which supports the Objects of the Society but does not operate or plan to operate an independent school, college, alternative program or charter school may apply for Supporting Membership in the Society by declaring in writing or via electronic communication acceptance of the Objects of the Society and by paying annual fees as set by the Board.
      2. Supporting Members shall be entitled to the rights and privileges of full membership except the right to vote and hold office.
  2. Application for Membership
    Application for membership shall be made to the Secretary of the Board and shall be signed by an authorized officer of the applying school, college or association. The application shall be accompanied by a declaration of agreement with the Objects of the Society and by the payment of the first year’s membership fees (pro rated according to the Society’s fiscal year end). Membership fees, if any, in the Society shall be determined from time to time, by the members at a General Meeting. The Board may declare the applicant to be a new member as a probationary member as of the date of acceptance, and so notify the new member in writing or electronic communication.
  3. Termination of Membership
    1. A Member shall cease to be a Member of the Society:
      1. by mailing or delivering its resignation in writing or by electronic communication to the address of the Society or by delivering its resignation in writing or electronic communication to the Secretary of the Society;
      2. on its dissolution or winding up;
      3. on having been a Member not in good standing for a period of time prescribed by the Board;
      4. on being terminated by the Board;
      5. on being expelled; or
      6. on failing to complete its probationary period.
    2. A Member may be expelled by the Board for conduct which is determined by the Board, in their absolute discretion, to be improper, unbecoming, or likely to endanger the interest or reputation of the Society, or for conduct which violates the Constitution or By-laws of the Society.
    3. At least thirty (30) days before the proposed expulsion of a Member is put to a vote of the Board, the Board shall send by registered mail to the Member a notice of the proposed expulsion which shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion and shall give the Member an opportunity to be heard by the Board.
    4. A Member who resigns from the Society shall be liable for all membership fees, calculated on a pro rata basis up to the date of receipt of such notice of resignation by the Society, and for any other fee, due, levy, subscription or debt due to the Society.
  1. Definition
    Board shall mean the Board of Directors of the Society.
  2. Election
    1. Number and Terms:
      The Board shall be made up of at least nine Directors, each elected for a three (3) year term by a majority of the members present at the annual meeting. Their terms of office shall be arranged so that normally one-third (1/3) of the Directors shall retire each year. No Director may serve for more than two (2) full consecutive terms. Where possible balanced representation, based on geographical region and the nature of the educational programs, will be maintained.
    2. Officers:
      The Board shall elect its Officers from among its members.
    3. Past President:
      Notwithstanding article II.2.a), the immediate past president shall continue as ex- officio member of the Board.
  3. Nomination
    1. Prior to the Annual Meeting the Board shall canvass the membership for nominations to fill the vacancies on the Board.
    2. The Board, or its nominating committee, shall present to the membership a list of nominations at least sufficient to fill the vacancies, and striving to maintain a representation of the variety and regional locations of the membership.
    3. Any voting member may, up to 15 days prior to the Annual Meeting, designate by its authorized representative, one candidate from another member school to be added to the slate of nominees. The candidate nominated must, by communicating in writing or electronic communication to the Board, confirm acceptance of the nomination up to 15 days prior to the Annual Meeting.
  4. Authority
    The Board shall manage the affairs of the Society and may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meetings but subject, nevertheless, to the provisions of:

    1. all laws affecting the Society;
    2. these By-laws; and
    3. rules, not being inconsistent with these By-laws, which are made from time to time by the Society in general meetings.
  5. Meetings
    Meetings of the Board shall be held as often as the business of the Society shall require, and at least four times each year, and shall be called by the President. A special meeting may be called on the request of any two Directors provided they request the President in writing or electronic communication to call such a meeting and state the business to be brought before the meeting.
  6. Notice
    1. Regular Meetings:
      Meetings of the Board shall be called:

      1. by ten days’ notice in writing to each Director; or
      2. by three days’ notice by telephone or electronic communication; or
      3. without notice in conjunction with General Membership Meetings; or
      4. the Board may appoint a day or days in any month or months for regular meetings at hours to be designated, and of such regular meetings no notice need be sent,
    2. Urgent Meetings:
      An emergency meeting for the purpose of dealing with any urgent matter may be called without prior notice, providing however that any transaction at such meetings shall be ratified at the next regularly called meeting of the Board.
  7. Resignation
    If any member of the Board resigns or without reasonable excuse is absent from three or more Board meetings in any one fiscal year, the Board shall declare a vacancy and may appoint a successor to finish the term until the next Annual General Meeting.
  8. Personal Liability
    1. Protection of Directors and Officers:
      No Director or Officer of the Society shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the moneys, securities or effects of the Society shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which shall happen in execution of the duties of the officer or in relation thereto unless the same shall happen through his or her own dishonesty.
    2. Indemnity of Board and Officers:
      Every Director or Officer of the Society and his or her heirs, executors and administrators, and estate and effects, respectively, shall, from time to time and at all times be indemnified and saved harmless out of the funds of the Society from and against:

      1. all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by that officer or director, in or about the execution of the duties of his or her office;
      2. all other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default when such act has been done in bad faith.
  1. Number
    The Officers of the Society shall be the President, Vice- President, Secretary and Treasurer.
  2. Functions
    1. President:
      The President shall be ex officio a member of all Committees and shall when present preside at all meetings of the Society and of the Board. In the absence of the President the Vice President shall preside at any such meetings, and in the absence of both a Chairperson may be elected by the meeting to preside thereat.
    2. Vice-President:
      The Vice-President shall in the absence of the President, assume the duties of the President.
    3. Secretary:
      It shall be the duty of the Secretary to ensure that accurate minutes of all meetings of the Society and of the Board are kept. In case of the absence of the Secretary, his or her duties shall be discharged by such Officer as may be appointed by the Board.
    4. Treasurer:
      The Treasurer shall ensure that all monies paid to the association are deposited in whatever Bank the Board may order. The Treasurer shall properly account for the funds of the Society and keep such books as may be directed. He or she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society. The offices of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of Officers shall so decide.
  1. Auditing
    The books, accounts and records of the Treasurer shall be audited at least once each year by a duly qualified accountant or by two member of the Society, appointed for that purpose at the annual meeting.A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the annual meeting of the Society. The fiscal year of the Society in each year shall be from September 1st to August 31st.The books and records of the Society may be inspected by any member of the Society at the annual meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the Officer or Officers having charge of same. Each member of the Board shall at all times have access to such books and records.
  2. Records
    Documents of the Society shall be kept at the registered office unless the Board resolve otherwise.A Director and the auditor may inspect documents of the Society during normal business hours.A representative of a Member may inspect any documents of the Society during normal business hours at the place where the records of the Society are kept if he has served the Society with two (2) clear days’ notice of his intention to inspect, in writing or electronic communication, stating the documents to be inspected, but the Board may determine that no Member may inspect minutes of a meeting of the Board or a committee appointed by the Board.Upon request, representatives of a Member and Board shall be given copies of any documents open to their inspection upon payment of reasonable copying costs as determined by the Board from time to time.
  3. Seal
    The Board may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.The common seal shall be affixed only when authorized by the Board and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the President and any other Director, the Vice-President and any other Director, or the Secretary and any other Director.
  1. Annual Meeting
    1. The Annual General Meeting of members of the Society shall be held in the Spring at such a time and place as the Board may determine, provided due notice in writing or electronic communication has been sent to all members, at least thirty (30) days prior to the meeting.
    2. The agenda for the Annual General Meeting shall include the official reports of the Officers and committees, the financial statement, and the election of Directors. The Directors so elected shall form a Board and shall serve until their successors are elected and installed.
  2. General Meeting
    A meeting of the Society may be called at any time and place by the Board upon notice in writing or electronic communication to all members at least thirty (30) days previous to the date of such a meeting.
  3. Special Meeting
    A special meeting

    1. may be called by the Board;
    2. or shall be called by the Secretary upon receipt of a petition signed by one-third (1/3) of the members in good standing, setting forth the reasons for calling such a meeting. Notification shall be by letter to the last known address of each member, or by electronic communication at least fifteen (15) days prior to the meeting, or by telephone at least three (3) days prior to the meeting.
  4. Notification and Quorum
    All notification of meetings of the Society shall state the place, date and hour, and an outline of matters to be discussed. Provided proper notification procedures have been followed, those in attendance will constitute a quorum.
  5. Procedure
    Beauschesne’s Rules of Parliamentary Procedure shall govern the order of all meetings of the Society.
  6. Agenda
    The agenda for the Annual and General Meetings shall be prepared by the Board.
  1. Voting
    Any member who has not withdrawn from membership nor has been suspended or expelled as herein provided shall have the right to vote by delegate or by proxy executed in writing or electronic communication by the member or by the attorney-in-fact for the member at any meeting of the Society; each member may delegate in writing or electronic communication an officer of the Board to vote on their behalf. Each member shall be entitled to one vote and at each meeting of the Society shall authorize one person as its official delegate.
  1. Remuneration
    Unless authorized at any meeting, and after notice of same shall have been given, no Officer, Director or member of the Society shall receive any remuneration for services rendered to the Society; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
  1. Borrowing Powers
    In order to carry out the purposes of the Society the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular, but without limiting the generality of the foregoing, by the issue of debenture provided that the issuance of such debentures is authorized by special resolution of the members which authorization may confer a general power on the Board to issue debentures for a period not exceeding one year from the date such authorization is given, but each such transaction shall not exceed 5% of the annual budget of the Society unless approved by the Members.All cash of the Society or cash from administered funds shall be temporarily placed in an account of a bank approved by the Board and invested in short, intermediate, or long-term investments guaranteed by the government of Canada, the provinces of Canada, or insured by the Canada Deposit Insurance Corporation.
  1. Membership in the Society does not, in itself, imply endorsement of the philosophies or practices of a particular member.
  2. The Society is not obliged to support a member in pursuit of its specific objectives and policies, even though; in general terms, such objectives and policies may be in the Scope of Society interest. The onus is on the member to win the support of the Society in such instances.
  3. Any member or associate member shall have the right to dissociate itself from specific decisions or actions of the Society provided it has put its dissent with stated reasons on record with the Board.
  1. In the event of winding up or dissolution of the Society, any funds of the Society remaining after the satisfaction of its debts and liabilities, shall be given or transferred to such organizations concerned with social problems or organization promoting the same objects of this Society, as may be determined by the members of the Society at the time of winding up or dissolution, and if effect cannot be given to the aforesaid provisions, then such funds shall be given or transferred to some other organization; provided that such organization referred to in this paragraph shall be a charitable corporation, or a charitable trust, recognized as such under the provision of the “Income Tax Act” of Canada from time to time in effect.
  1. The Bylaws may be rescinded, altered or added to by a “Special Resolution” defined under the Societies Act, R.S.A. 2000, Chapter S-14 as:
    1. a resolution passed:
      1. at a general meeting of which not less than twenty-one (21) days’ notice specifying the intention to propose the resolution has been duly given, and;
      2. by the vote of not less than 75% of those members who, if entitled to do so, vote in person or by proxy.
    2. a resolution proposed and passed as a special resolution at a General Meeting of which less than twenty-one (21) days’ notice has been given, if all the members entitled to attend and vote a the General Meeting so agree; or
    3. a resolution consented to in writing or electronic communication by all the members who would have been entitled at a General Meeting to vote on the resolution in person or, where proxies are permitted, by proxy.