The Alberta Introductory
Biology Association (AIBA)

Main Content

Documents

Annual Meetings:

2017 (University of Alberta - Augustana)

2016 (Red Deer College)

2015 (University of Alberta)

2014 (Calgary)

2013 (Medicine Hat)

SOTLHE Resources (curated by Neil Haave)

Objects

We hereby declare that we desire to form a society under the Societies Act, RSA 2000, c. S-14, as amended, and declare that:

  1. The name of the Society is “THE ALBERTA INTRODUCTORY BIOLOGY ASSOCIATION” (the “Society”).
  2. The objects of the Society are to:
    1. Promote best practices among biology instructors in Alberta.
    2. Create a network of support for biology instructors, including providing access to personnel, equipment and goods and services that can be used by biology instructors to enhance biology education at the post-secondary level.
    3. Raise funds in any way to allow the Society to achieve the objects of the Society including accepting gifts, donations and grants.
    4. Provide a venue/forum for biology instructors and those persons who support biology education to meet and discuss biology education at the post-secondary level.
    5. Enter into any arrangements/agreements that allow the Society to attain its objectives including any arrangements/agreements that allow the Society to borrow funds and establish a line of credit.
    6. Receive, sell, manage, lease, mortgage, dispose of, or otherwise deal with the property of the Society.

Bylaws

Article 1 – Preamble

1.1       The Association

The name of the association is the Alberta Introductory Biology Association, which may also be know or referred to as the AIBA or the Association.

1.2       The Bylaws

The following articles set forth Bylaws of the Alberta Introductory Biology Association.

 

Article 2 – Defining and Interpreting the Bylaws

2.1       Definitions

            In these Bylaws, the following words have these meanings.

2.1.1    Act means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any stature substituted for it.

2.1.2    Annual General Meeting or AGM means the annual general meeting described in Article 5.1.

2.1.3    Board means the Board of Directors of this Association.

2.1.4    Bylaws means the Bylaws of this Association as amended.

2.1.5    Director means any person elected or appointed to the Board.  This includes the President and the immediate Past President.

2.1.6    Member means a Member of the Association.

2.1.7    Officer means any Officer listed in Article 6.2.

2.1.8    Registered Office means the registered office for the Association.

2.1.9    Register of Members means the register maintained by the Board containing the names of the Members of the Association.

2.1.10  Association means the Alberta Introductory Biology Association.

2.1.11  Special Meeting means the special meeting described in Article 5.2.

2.1.12  Special Resolution means:

a.         a resolution passed at a General Meeting of the membership of this Association.  There must be twenty-one (21) days’ notice for this meeting.  The notice must state that proposed resolution.  There must be approval by a vote of 75% of the voting Members who vote in person;

b.         a resolution proposed and passed as a Special Resolution at a General meeting with less than twenty-one (21) days’ notice.  All the Voting Members eligible to attend and vote at the General Meeting must agree or;

c.         a resolution agreed to in writing or through email by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.

2.1.13  Voting Member means a Member entitled to vote at the meetings of the Association.

2.2       Interpretation

            The following rules of interpretation must be applied in interpreting these Bylaws.

2.2.1    Singular and Plural:  words indicating the singular number also include the plural, and vice-versa.

2.2.2    Corporation:  words indicating persons also include corporations.

2.2.3    Headings are for convenience only.  They do not affect the interpretation of these Bylaws.

2.2.4    Liberal Interpretation:  these Bylaws must be interpreted broadly and generously.

 

Article 3 – Objects of the Association

3.1       The objects of the Association are detailed in the Article of Incorporation.

 

Article 4 – Membership

4.1       Classification of Members

            There are four categories of Members:

a.         Full Members

b.         Associate Members

c.         Corporate Members

d.         Honourary Members

4.1.1    Full Members

            To become a Full Member, an individual must:

a.         pay the annual membership fees for Full Members; and

b.         have participated in a General Meeting within three previous calendar years; or

c.         be voted in as Full Members during a General Meeting by a simple majority of the members present.

4.1.2    Associate Members

To become an Associate Member, an individual must:

a.         attend a General Meeting; and

b.         be voted in as Associate Members at a General Meeting.

4.1.3    Corporate Members

To become a Corporate Member, an individual must:

a. apply to become a corporate member; and

b. pay the annual membership fees for Corporate Members.

4.1.4    Honourary Members

An individual may become an Honourary Member if the Voting Members at a General Meeting pass a resolution recognizing the contributions of the individual to the Association or its objects.

4.2       Admission of Members

Any individual may become a Member in the appropriate category by meeting the requirements in Article 4.1.  The individual will be entered as a Member under the appropriate category in the Register of Members.

4.3       Membership Fees

4.3.1    Membership year

The membership year is May 1 to April 30.

4.3.2    Setting the Membership Fees

The Board decides annual membership fees for each category of Members.

4.3.3    Payment Date for Fees

The annual membership fees must be paid on or before May 1 of every year.

4.4       Rights and Privileges of Members

4.4.1    Any Member in good standing is entitled to:

a.         receive notice of meetings of the Association;

b.         attend any meeting of the Association;

c.         speak at any meeting of the Association; and

d.         exercise other rights and privileges given to Members in these bylaws.

4.4.2    Voting Members:

The only Members who can vote at meetings of the Association are:

a.         Full Members in good standing who are at least eighteen (18) years old; and

a.         Associate Members in good standing.

4.4.3    Number of Votes

A voting Member is entitled to one (1) vote at a meeting of the Association.

4.4.4    Member in Good Standing

A Member is in good standing when:

a.         The Member has paid membership fees or other required fees to the Association; and

a.         The Member is not suspended as a Member as provided for under Article 4.5.

4.5       Suspension of Membership

4.5.1    Decision to Suspend

The Board, at a Special Meeting called for that purpose, may suspend a Member’s membership for not more than three (3) months, for one or more of the following reasons:

a.         if the member has failed to abide by the Bylaws;

b.         if the member has been disloyal to the Association;

c.         if the Member has disrupted meetings or the functions of the Association; or

d.         if the Member has done or failed to do anything judged to be harmful to the Association.

4.5.2    Notice to the Member

4.5.2.1 The affected member will receive written notice of the Board’s intention to deal with whether that Member should be suspended or not.  The Member will receive at least two (2) weeks notice before the Special Meeting.

4.5.2.2 The notice will be sent by single registered mail to the last known address of the Member shown in the records of the Association.  The notice may also be delivered by an Officer of the Board.

4.5.2.3 The notice will state the reasons why suspension is being considered.

4.5.3    Decision of the Board

4.5.3.1 The Member will have an opportunity to appear before the Board to address the matter.  The Board may allow another person to accompany the Member.

4.5.3.2 The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board.

4.5.3.3 The Board may exclude the Member from its discussion of the matter, including the deciding vote.

4.5.3.4 The decision of the Board is final.

4.6       Termination of Membership

4.6.1    Resignation

4.6.1.1.1   Any Member may resign from the Association by sending or delivering a written notice to the Secretary or President of the Association.

4.6.1.1.2   Once the notice is received, the Member’s name is removed from the Register of Members.  The member is considered to have ceased being a Member on the date his or her name is removed from the Register of Members.

4.6.2    Death

The membership of a Member is ended upon his or her death.

4.6.3    Deemed Withdrawal

4.6.3.1 If a member has not paid the annual membership fees within three (3) months following the date the fees are due, the Member is considered to have submitted his or her resignation.

 

4.6.3.2 In this case, the name of the Member is removed from the Register of Members.  The Member is considered to have ceased being a Member on the date his or her name is removed from the Register of Members.

4.6.4    Expulsion

4.6.4.1 The Association may, by Special Resolution at a Special meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Association.

4.6.4.2 This decision is final.

4.6.4.3 On passage of the Special Resolution, the name of the Member is removed from the Register of Members.  The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.

4.7       Transmission of Membership

No right or privilege of any Member is transferable to another person.  All rights and privileges cease when the Member resigns, dies, or is expelled from the Association.

4.8       Continued Liability for Debts Due

Although a Member ceases to be a Member, by death, resignation, or otherwise, he or she is liable for any debts owing to the Association at the date of ceasing to be a Member.

4.9       Limitation on the Liability of Members

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

 

Article 5 – Meetings of the Association

5.1       The Annual General Meeting

5.1.1    The Association holds its Annual General Meeting no later than June 30 of each calendar year, at a place in Alberta.  The Board sets the place, day, and time of the meeting.

5.1.2    The Secretary mails, emails, or delivers a notice to teach Member at least twenty-one (21) days before the Annual General Meeting.  This notice states the place, date, and time of the Annual General Meeting, and any business requiring a Special Resolution.

5.1.3    Agenda for the Meeting

The Annual General Meeting deals with the following matters:

  1. adopting the agenda;
  2. adopting the minutes of the last Annual General Meeting;
  3. considering the President’s report;
  4. reviewing the financial statements setting out the Association’s income, disbursements, assets, and liabilities and the auditor’s report;
  5. appointing the auditors;
  6. electing the President;
  7. electing the Members of the Board;
  8. considering matters specified in the meeting notice;
  9. other specific motions that any members has given notice of before the meeting is called.

5.1.4    Quorum

Attendance by 20% of the Members at the Annual General Meeting is a quorum.

5.2       Special Meeting of the Association

5.2.1    Calling of Special Meeting

A Special Meeting may be called at any time:

  1. by a resolution of the Board to that effect; or
  2. on the written request of at least two (2) members of the Board.  The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this Special Meeting; or
  3. on the written request of at least one-third (1/3) of the Voting Members.  The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at such Special meeting.

5.2.2    Notice

The Secretary mails, emails, or delivers a notice to each member at least twenty-one (21) days before the Special Meeting.  This notice states the place, date, time, and purpose of the Special Meeting.

5.2.3    Agenda for Special Meeting

Only the matter(s) set out in the notice for the Special Meeting are considered at the Special Meeting.

5.2.4    Procedure at the Special Meeting

Any Special Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting. (refer to 5.3.5.1.)

5.3       Proceedings at the Annual or a Special Meeting

5.3.1    Attendance by the Public

General Meetings of the Association are open to the public.  A majority of the Members present may ask any persons who are not Members to leave.

5.3.2    Failure to Reach Quorum

The President cancels the General Meeting if a quorum is not present within one-half (1/2) hour after the set time.  If cancelled, the meeting is rescheduled for one (1) week later at the same time and place.  If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.

5.3.3    Presiding Officer

5.3.3.1 The President chairs every General Meeting of the Association.  The Vice-President chairs in the absence of the President.

5.3.3.2 If neither the President nor the Vice-President is present within one-half (1/2) hour after the set time for the General meeting, the Members present choose one (1) of the Members to chair.

5.3.4    Adjournment

5.3.4.1 The President may adjourn any General Meeting with the consent of the Members at the meeting.  The adjourned General Meeting conducts only the unfinished business from the initial Meeting.

5.3.4.2 No notice is necessary if the General Meeting is adjourned for less than thirty (30) days.

5.3.4.3 The Society must give notice when a General meeting is adjourned for thirty (30) days or more.  Notice must b the same as for any General meeting.

5.3.5    Voting

5.3.5.1 Each Voting Member has one (1) vote.  A show of hands decides every vote at every General Meeting.  A ballot is used if at least five (5) voting Members request it.

5.3.5.2 The President does not have a second or casting vote in the case of a tie vote.  If there is a tie vote, the motion is defeated.

5.3.5.3 A Voting Member may not vote by proxy.

5.3.5.4 A majority of the votes of the Voting Members present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution.

5.3.5.5 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.

5.3.5.6 Five Voting Members may request a ballot vote.  In such a case, the President or the presiding officer may set the time, place, and method for a ballot vote.  The result of the ballot is the resolution of the General Meeting.

5.3.5.7 Members may withdraw their request for a ballot.

5.3.5.8 The President decides any dispute on any vote.  The President decides in good faith, and this decision is final.

5.3.6    Failure to Give Notice of meeting

No action taken at a General meeting is invalid due to:

  1. accidental omission to give any notice to any Members;
  2. any Member not receiving any notice; or
  3. any error in any notice that does not affect the meaning.

5.3.7    Written Resolution of All the Voting Members

All Voting Members may agree to and sign a resolution.  This resolution is as valid as one passed at a General meeting.  It is not necessary to give notice or to call a General meeting.  The date on the resolution is the date it is passed.

 

Article 6 – The Governance of the Association

6.1 The Board

6.1.1    Governance and Management of the Association

The Board governs and manages the affairs of the Association.  The Board may hire a paid administrator to carry out management functions under the direction and supervision of the Board.

6.1.2    Powers and Duties of the Board

The Board has the powers of the Association, except as stated in the Societies Act.

The powers and duties of the Board include:

  1. Promoting the objects of the Association;
  2. Promoting membership in the Association;
  3. Maintaining and protecting the Association’s assets and property;
  4. Approving an annual budget for the Association;
  5. Paying all expenses for operating and managing the Association;
  6. Paying persons for services and protecting persons from debts of the Association;
  7. Investing any extra monies;
  8. Financing the operations of the Association, and borrowing or raising monies;
  9. Making policies for managing and operating the Association;
  10. Approving all contracts for the Association;
  11. Maintaining all accounts and financial records of the Association;
  12. Appointing legal counsel as necessary;
  13. Making policies, rules, and regulations for operating the Association and using its facilities and assets;
  14. Selling, disposing of, or mortgaging any or all of the property of the Association; and
  15. Without limiting the general responsibility of the Board, delegating its powers and duties to the Board or the paid administrator of the Association.

6.1.3    Composition of the Board

The Board consists of:

  1. the President;
  2. five (5) Directors-at-large elected at the Annual General Meeting from among the Voting members; and
  3. the immediate Past President.

6.1.4    Election of the Directors and the President

6.1.4.1 At the first Annual General Meeting of the Society, the Voting Members elect the following Directors:

a.         Two (2) Directors, each serving a term that ends at the close of the third Annual General Meeting following the Annual General Meeting at which these Directors were elected; and

b.         Two (2) Directors, each serving a term that ends at the close of the second Annual General Meeting following the Annual General Meeting at which these Directors were elected; and

c.         One (1) Director who serves a term that ends at the close of the first Annual General Meeting following the Annual General meeting at which these Directors were elected.

6.1.4.2 At each succeeding Annual General meeting of the Board, Voting Members elect three (3) Directors, each serving a term that ends at the close of the third Annual General Meeting following the Annual General Meeting at which these Directors were elected.

6.1.4.3 Voting members may re-elect any Director of the Board for a maximum of three (3) consecutive terms.

6.1.4.4 Voting members elect the President at the Annual General Meeting.  The President can only serve for a maximum of three (3) consecutive terms, which includes any consecutive term as a Director or Officer of the Board.

6.1.5    Resignation, Death, or Removal of a Director

6.1.5.1 A Director including the President and immediate Past President, may resign from office by giving one (1) month’s notice in writing.  The resignation takes effect either at the end of the month’s notice, or on the date the Board accepts the resignation.

6.1.5.2 Voting Members may remove any director including the President an the immediate Past President, before the end of his or her term.  There must be a majority vote at a Special Meeting called for this purpose.

6.1.5.3 If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term.  This does not apply to the position of immediate Past President.  This position remains vacant until the next AGM.

6.1.6    Meetings of the Board

6.1.6.1 The Board holds at least one (1) meeting each year.

6.1.6.2 The President calls the meetings.  The President also calls a meeting if any two (2) Directors make a request in writing and state the business of the meeting.

6.1.6.3 Ten (10) days’ notice for Board meetings is mailed to each Board member.  There may be five (5) days’ notice by telephone, email, or fax.  Members of the Board may waive notice.

6.1.6.4 A majority of the Directors present at any Board meeting is a quorum.

6.1.6.5 If there is no quorum, the President adjourns the meeting to the same time, place, and day of the following week.  At least three (3) Directors present at this later meeting is a quorum.

6.1.6.6 Each Director, including the President and the Past President, has one (1) vote.

6.1.6.7 The President does not have second or casting vote in the case of a tie vote.  A tie vote means the motion is defeated.

6.1.6.8 Meetings of the Board are open to the Members of the Association, but only Directors may vote.  Members are only permitted to participate in a discussion when invited to do so by the Board.  A majority of the Directors present may ask any other Members, or other persons present, to leave.

6.1.6.9 All Directors may agree to and sign a resolution.  This resolution is as valid as one passed at any Board meeting.  It is not necessary to give notice or to call a meeting of the Board.  The date on the resolution is the date it is passed.

6.1.6.10           A meeting of the Board may be held by a conference call or through a thread of email.  Directors who participate in this call or thread are considered present for the meeting.

6.1.6.11           Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.

6.1.6.12           A Director may waive formal notice of a meeting.

6.2       Officers

6.2.1    The Officers of the Association are the President, Vice-President, Secretary and Treasurer.

6.2.2    At its first meeting after the Annual General Meeting, the Board elects from among the Directors all Officers except the President for the following year.

6.2.3    The Officers hold office until re-elected or until a successor is elected.

6.3       Duties of the Officers of the Association

6.3.1    The President:

  1. Supervises the affairs of the Board;
  2. When present, chairs all meetings of the Association and the Board Committee;
  3. Is an ex officio member of all Committees, except the Nominating Committee;
  4. Acts as the spokesperson for the Association;
  5. Chairs the Executive Committee; and
  6. Carries out other duties assigned by the Board.

6.3.2    The Vice President:

  1. Presides at meetings in the President’s absence.  If the Vice President is absent, the Directors elect a Chairperson for the meeting;
  2. Replaces the President at various functions when asked to do so by the President or the Board;
  3. Chairs the Personnel Committee;
  4. Is a member of the Executive Committee; and
  5. Carries out other duties assigned by the Board.

6.3.3    The Secretary:

  1. Attends all meetings of the Association, the Board, and the Executive Committee,
  2. Keeps accurate minutes of these meetings;
  3. Has charge of the Board’s correspondence;
  4. Makes sure a record of names and addresses of all Members of the society is kept;
  5. Makes sure all notices of various meetings are sent;
  6. Makes sure annual fees are collected and deposited;
  7. Keeps the Seal of the Association;
  8. Files the annual return, changes in the directors of the organization, amendments in the bylaws and other incorporating documents with the Corporate Registry; and
  9. Carries out other duties assigned by the Board.

6.3.4    The Treasurer:

  1. Makes sure all monies paid to the Association are deposited in a chartered bank, treasury branch, or trust company chosen by the Board;
  2. Makes sure a detailed account of revenues and expenditures is presented to the Board as requested;
  3. Makes sure an audited statement of the financial position of the Association is prepared and presented to the Annual General Meeting;
  4. Chairs the Finance Committee of the Board;
  5. Is a member of the Executive Committee; and
  6. Carries out other duties assigned by the Board.

6.3.5    The Past President:

  1. Chairs the nominating committee; and
  2. Carries out other duties assigned by the Board.
  3. 6.4       Board Committees

    6.4.1    Establishing Committees

    The Board may appoint committees to advise the Board.

    6.4.2    General Procedures for Committees

    6.4.2.1 A Board Member chairs each committee created by the Board

    6.4.2.2 The Chairperson calls committee meetings.  Each committee:

    • records minutes of its meetings;
    • distributes these minutes to the committee members and to the Chairpersons of all other committees
    • provides reports to each Board meeting at the Board’s request.

6.4.2.3 The meeting Notice must be mailed or emailed five business days before the scheduled date of the meeting.  The notice states the date, place, and time of the committee meeting.  Committee members may waive notice.

6.4.2.4 A majority of the committee members present at a meeting is a quorum.

6.4.2.5 Each member of the committee, including the Chairperson, has one (1) vote at the committee meeting.  The Chairperson does not have a casting vote in case of a tie.

6.5       Standing Committees

The Board establishes these standing committees:

  1. Executive Committee;
  2. Finance Committee; and
  3. Nominating Committee.

6.5.1    The Executive Committee:

a.        Consists of the President, Past President, Vice President, Secretary, Treasurer.

b.        Is responsible for:

  1. Planning agendas for Board meetings;
  2. Carrying out emergency and unusual business between Board meetings;
  3. Reporting to the Board on actions taken between Board meetings;
  4. Carrying out other duties as assigned by the Board.

c.        Meets at least one (1) time per year.

d.        All Officers may agree to and sign a resolution.  This resolution is as valid as one passed at an Executive Committee meeting.  It is not necessary to give notice or to call a meeting of the Executive Committee. The date on the resolution is the date it is passed.

e.        A meeting of the Executive Committee may be held by a conference call.  Officers who participate in this call are considered present for the meeting.

f.        Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee.

g.        An Officer may waive formal notice of meeting.

6.5.2    The Finance Committee:

a.        Consists of the Treasurer, who is the Chairperson, and two (2) other Members appointed by the Board.

b.        Is responsible for:

  1. Recommending budget policies to the Board
  2. Investigating and making recommending to the Board for acquiring funds and property;
  3. Recommending policies on disbursing and investing funds to the Board;
  4. Establishing policies for Board and committee expenditures;
  5. Arranging the annual audit of the books;
  6. Reporting on the year’s activities at the Annual General Meeting; and
  7. Carrying out other duties assigned by the Board.

6.5.3    The Nominating Committee:

a.         Consists of the immediate Past President, who chairs the committee, and two (2) other Members appointed by the Board.

b.         Is responsible for:

  1. Preparing a slate of nominees for the President’s position;
  2. Preparing a slate of nominees for each vacant Director position;
  3. Orienting new board members; and
  4. Presenting its recommendations to the Annual General Meeting.

 

Article 7 – Finance and Other Management Matters

7.1       The Registered Office

The Registered Office of the Association is located in Calgary, Alberta.  Another place may be established at the Annual General Meeting or by resolution of the Board, as long as this change is communicated to Corporate Registry.

7.2       Finance and Auditing

7.2.1    The fiscal year of the Association ends on December 31 of each year.

7.2.2    There must be an audit of the books, accounts, and records of the Association  at least once each year.  A qualified accountant appointed at each Annual General Meeting must do this audit.  At each Annual General Meeting of the Association, the auditor submits a complete statement of the books for the previous year.

7.3       Seal of the Association

7.3.1    The Board may adopt a seal as the Seal of the Association

7.3.2    The Secretary has control and custody of the seal, unless the Board decides otherwise.

7.3.3    The Seal of the Association can only be used by Officers authorized by the Board.  The Board must pass a motion to name the authorized Officers.

7.4       Cheques and Contracts of the Association

7.4.1    The designated Officers of the Board sign all cheques drawn on the monies of the Association.  Two signatures are required on all cheques.  The Board may authorize the President to sign cheques for certain amounts and circumstances.  The President may not sign his or her own cheque.

7.4.2    All contracts of the Association must be signed by the Officers or other persons authorized to do so by resolution of the Board.

7.5       The Keeping and Inspection of the Books and Records of the Association

7.5.1    The Secretary keeps a copy of the Minute Books and records minutes of all meetings of the Members and of the Board.

7.5.2    The Secretary keeps the original Minute Books at the Registered Office of the Association.  This record contains minutes from all meetings of the Association, the Board, and the Executive Committee.

7.5.3    The Board keeps and files all necessary books and records of the Association as required in the Bylaws, the Societies Act, or any other statute or laws.

7.5.4    A Member wishing to inspect the books or records of the Association must give reasonable notice to the President or the Secretary of the Association of his or her intention to do so.

7.5.5    Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by the Association, during normal business hours.

7.5.6    All financial records of the Association are open for such inspection by the Members, during normal business hours and with reasonable notice.

7.5.7    Other records of the Association are also open for inspection, except for records that the Board designates as confidential.  Reasonable notice must be provided.

7.6       Borrowing Powers

7.6.1    The Association may borrow or raise funds to meet its objects and operations.  The Board decides the amounts and ways to raise money, including giving or granting security.

7.6.2    The Association may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Association.

7.7       Payments

7.7.1    No Member, Director, or Officer of the Association receives any payment for his or her services as a Member, Director, or Officer.

7.7.2    Reasonable expenses incurred while carrying out duties of the Association may be reimbursed upon Board approval.

7.8       Protection and Indemnity of Directors and Officers

7.8.1    Each Director or Officer holds office with protection from the Association.  The Association indemnifies each Director or Officer against all costs or charges that result from any act done in his or her role for the Association.  The Association does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.

7.8.2    No Director or Officer is liable for the acts of any other Director, Officer, or employee.  No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Association.  No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his or her role for the society, unless the act is fraud, dishonesty, or bad faith.

7.8.3    Directors or Officers can rely on the accuracy of any statement or report prepared by the Society’s auditor.  Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

 

Article 8 – Amending the Bylaws

8.1       These Bylaws may be cancelled, altered, or added to by a Special Resolution at any Annual General or Special Meeting of the Association.

8.2       The twenty-one (21) days’ notice of the Annual General or Special Meeting of the Association must include details of the proposed resolution to change the Bylaws.

8.3       The amended Bylaws take effect after approval of the Special Resolution at the Annual General Meeting or Special Meeting and accepted by the Corporate Registry of Alberta.

 

Article 9 – Distributing Assets and Dissolving the Society

9.1       The Association does not pay any dividends or distribute its property among its members.

9.2       If the Association is dissolved, any funds or assets remaining after paying all the debts are to be paid to a non-profit organization with objects that has objects similar to those of the Alberta Introductory Biology Association.

9.3       Members are to select the organization to receive the assets by special resolution.  In no event do any Members receive any assets of the Association.