Division 8: MEMBERS’ MEETINGS

8.01 Register of Members

The Society shall maintain a register of members which shall consist of all members who have not withdrawn from membership, or have been suspended or expelled, and have paid all annual dues or assessments levied by the Society as determined by the Board of Directors from time to time.

8.02 Annual Meetings

The Society shall hold an Annual Meeting of members on or before August 31st in each year or at such other time as may be fixed by the Board of Directors. The Annual Meeting shall be at such place or places as the Board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing Directors, appointing an auditor if required by the Act or the articles, and for the transaction of such other business as may properly be brought before the meeting.

8.03 Special Meetings

The Board of Directors or the President shall have the power to call a meeting of the membership at any time upon notice. A special meeting shall be called by the President or Secretary upon receipt by either one of them of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting.

8.04 Place Meeting

Meetings of members shall be held at any place within Alberta as the Directors may by resolution determine or, if all the members entitled to vote at the meeting so agree, outside Alberta.

8.05 Record Date for Notice

The Board may fix in advance a date, preceding the date of any meeting of members entitled to notice of the meeting. If no record date is fixed, the record date for the determination of the members entitled to receive notice of the meeting shall be the close of business on the date immediately preceding the day on which the notice is given or if no notice is given, the day on which the meeting is held.

8.06 Notice

A printed, written or typewritten notice stating the day, hour and place of each meeting of members shall be given in the manner provided in section 10.01 not less than 21 nor more than 50 days before the date of the meeting to each Director, to the auditor, and to each member who at the close of business on the record date for notice is entered in the register of members. Notice of a meeting of members called for any purpose other than consideration of the financial statements and auditor’s report, election of Directors and reappointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the members to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.

8.07 Right to Vote

At any meeting if the members, every person shall be entitled to vote who, on the record date, or if no record date is set, at the close of business on the preceding the date notice is sent, or if no notice is sent, on the date of the meeting, is entered in the register of members. A member may only vote in person and not by proxy or otherwise.

8.08 Waiver of Notice

A member and any other person entitled to attend a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

8.09 Chairman, Secretary and Scrutineer

The president or in his absence, the vice-president, shall be chairman of any meeting of members. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Society is absent, the chairman shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chairman with the consent of the meeting.

8.10 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be those to vote thereat, the Directors and auditors of the Society and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting

8.11 Quorum

Subject to the Act, a quorum at any meeting of members shall be 10% of the voting members in good standing. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business

8.12 Votes to Govern

At any meeting of members every question shall, unless otherwise required by the articles or by-laws or by law, be determined by a majority of the votes either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.

8.13 Show of Hands

Subject to the Act, any question at a meeting of members shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairman of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number of the votes recorded in favor of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.

8.14 Ballots

On any question proposed for consideration at a meeting of members, a member entitled to vote may demand and the chairman may require that a ballot be taken either before or upon the declaration of the result of any vote by show of hands. If a ballot is demanded on the election of a chairman or on the question of an adjournment it shall be taken forthwith without an adjournment. A ballot demanded or required on any other question shall be taken in such manner as the chairman shall direct. A demand or requirement for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each member present who is entitled to vote may vote upon the question. The result of the ballot so taken shall be the decision of the members upon the question.

8.15 Adjournment

The chairman at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place. If a meeting of members is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the time of the adjournment. Subject to the Act, if a meeting of members is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of adjourned meeting shall be given in the same manner as notice for an original meeting.

8.16 Resolution in Lieu of a Meeting

Notwithstanding any of the foregoing provisions of the by-law a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the members.