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Memberships |
Clubs:
22 |
Club Members:
6100 |
Families:
225 |
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ARTICLE I
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1.01 |
Name |
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This society shall be known as the ALBERTA FOUR WHEEL DRIVE ASSOCIATION (hereinafter referred to as the “Association”). |
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1.02 |
Objectives |
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a) To join those interested in four wheeling in the Province of Alberta for the purpose of voicing collectively the proper recreational uses of four wheel drive vehicles on the lands in keeping with the protection, preservation and the enhancement of all natural and environmental resources. |
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b) To stimulate and advance the general welfare and safety of four wheeling. |
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c) To serve for wheel drive owners by defending the collective interests of such owners against discriminatory legislation, by encouraging the passage of legislation for the benefit of such owners, land owners and the general public. |
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d) To develop a fraternal spirit among four wheel drive owners and all other recreational trail users, and the general public. |
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e) To provide a medium for the exchange of four wheeling information. |
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f) To perform all desirable and lawful functions for the successful operation of the Alberta Four Wheel Drive Association in the general public interest. |
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g) To do all things necessary and appropriate for the carrying out and exercising of the foregoing powers and purposes. |
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ARTICLE II
FISCAL YEAR
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2.01 |
The fiscal year of the Association shall terminate on the 31st day of December in each year. |
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ARTICLE III
MEMBERSHIP AND DUES
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3.01 |
The following, upon meeting the requirements of this Article III, shall be eligible to be Members (herein referred to as ''Members”) of the Association: |
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a) each four-wheel drive club in Alberta (herein referred to as ''Club''); |
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b) members of each Club and their immediate families (herein referred to a “Club Member”); |
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c) persons, other than Clubs or Club Members, and their immediate families (herein referred to as ''Members at Large''); and |
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d) persons appointed by the Executive Committee (herein referred to as “Honorary”) |
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3.02 |
Club Delegates |
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Club Members and Honorary Members shall be non-voting Members and Clubs shall be voting Members only through their Delegates (herein referred to as ''Delegates''). The number of Delegates representing a Club will be determined by the number of Club Members in the Club, as follows: |
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1 to 10 Club Members: One Delegate |
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11 to 30 Club Members: Two Delegates |
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31 and over Club Members: Three Delegates
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Clubs shall name their Delegates annually and may, from time to time, name their alternate Delegates (herein referred to as ''Alternates'') who may act in the absence of their Delegates (herein when ''Delegates'' is used it shall be deemed to include any ''Alternate'' replacing a Delegate). |
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3.03 |
Member At Large Delegates |
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The Executive Committee shall, from time to time, make available a The Association will nominate a new Delegate position from within the Members at Large. Members at Large my nominate candidates to fill the Member at Large Delegate position, and a simple majority vote of the Association will select the Member at Large who will become Member at large Delegate. The number of Member at Large Delegates will be decided upon by the Executive Committee, with the guiding principal of approximately 50 Members at Large per Member at Large Delegate, and a well defined geographic region for each Member at Large Delegate. |
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3.04 |
Membership dues shall, unless otherwise set by the Executive, be as follows: |
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$10.00 per Club Member (to be collected by the Member Club) |
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$25.00 per Member at Large |
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$100.00 per Club |
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$100.00 per Associate Member |
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If a Club has less than ten members, then the Club Member dues are waived for said Club. The $100 Club dues are still required. |
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3.05 |
Membership dues shall be payable upon becoming a Member and thereafter annually at the beginning of the Association's fiscal year. |
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3.06 |
All Clubs that are to be Members of the Association must be registered under the Societies Act, as amended from time to time, and show proof of same. |
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3.07 |
There will be no limitations to the number of Clubs in the Association. |
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3.08 |
All applications for Membership in the Association are subject to approval by the Executive Committee. |
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3.09 |
It shall be the responsibility of each Club (upon becoming a Member, annually at the beginning of the Association's fiscal year, and upon change) to provide the Secretary-Treasurer with a permanent mailing address, e-mail address, and phone numbers of Delegates and Alternates. |
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3.10 |
All membership dues are non-refundable. |
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3.11 |
The Club membership list, in a form to be determined by the Executive Committee, shall be submitted with Club membership dues. |
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3.12 |
The membership of an Honorary Member shall lapse at the end of the association's fiscal year unless renewed by the Executive Committee and shall not confer upon the Honorary Member the right to receive notice of meetings or the obligation to pay dues. |
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3.13 |
The Executive Committee shall have the power to request any member to resign or to terminate any membership without explanation. All members must conduct themselves in a respectable and orderly fashion whether in or out of Association activities. Any Member disgracing himself, herself or itself in the public eye will be immediately subject to expulsion from the Association on the majority decision of the Executive Committee or upon the decision of two-thirds (2/3) of the voting Members of the Association; PROVIDED HOWEVER, any Member expelled by the Executive Committee shall have the right of appeal to the decision of two-thirds (2/3) of the voting Members of the Association. |
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3.14 |
All uniforms, decals, insignia, emblems and other such articles pertaining to the Association shall be standardized and approved by the Association and may be purchased by Members, at a price(s) to be set by the Executive Committee. |
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3.15 |
Upon paying membership dues, the Member shall be entitled to receive a membership decal or sticker. |
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3.16 |
The interest of a Delegate in the Association is not transferable and lapses and ceases to exist upon his or her death or when the period of his or her membership expires or when he or she ceases to be a Delegate by resignation or otherwise. Any Delegate may resign upon notice in writing to the Secretary-Treasurer. |
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ARTICLE IV
CHARTER MEMBERS
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4.01 |
Members who adopt and sign the By-Laws of the Association shall be known as the ''Charter Members'' of the Association. |
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ARTICLE V
MEETINGS
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5.01 |
The Association shall have a minimum of four meetings per fiscal year, one of which shall be the Annual General Meeting and will be open to all Members. However, unless otherwise ruled by the Chairman, only Members of the Executive and Delegates will be permitted to address such meetings and Members may address the meeting through their Delegates. Thirty (30) days force by e-mail must be given prior to any such meeting. At the discretion of the Executive Committee, any meeting may be held via audio conference or in person. |
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5.02 |
Quorum |
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The presence of two delegates shall be a quorum of any meeting of Delegates for the choice of a Chairman and the adjournment of the meeting, for all other purposes the presence of 51% of the Delegates shall be necessary to construe a quorum. No business shall be transacted at any meeting unless the requisite quorums shall be present at the commencement of such business. |
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5.03 |
Any two members of the Executive may call a special meeting of the Executive and any two members of the Executive or a quorum of Delegates may call a special meeting of the Association. Fifteen (15) days notice by e-mail must be given prior to any such meeting. |
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5.04 |
The conduct of the meetings, where not provided for by these By-Laws will be conducted according to Roberts Rules of Order, as revised and amended. |
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5.05 |
Voting |
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Except as otherwise provided in these By-Laws, every question submitted to any meeting of Delegates shall be decided by negative voting, wherein each present Delegate will be asked to speak “Nay” to vote against a question. If any Delegate speaks “Nay”, then each delegate shall in turn be addressed and asked to speak “Nay” to register a vote against the question, and the Secretary-Treasurer will count the votes. In case of an equality of votes the matter under consideration shall be defeated. At any meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried or carried unanimously or be a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion. |
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5.06 |
Chairman
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In the absence of the President and Vice-Presidents, the Delegates present at any meeting of Delegates shall choose another Officer as Chairman and if no Officer is present or if all of the Officers present decline to act as Chairman, the Delegates present shall choose one of their number to be Chairman. |
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ARTICLE VI
ADMINISTRATION AND OFFICERS
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6.01 |
The Officers of the Association must be Delegates and shall consist of a President, 1st Vice-president, 2nd Vice-President and Secretary-Treasurer, and shall be known as the Executive Committee. It shall be their duty to draw up agenda for all meetings and it shall be their further duty to assume the functions of the Executive in cases of emergency. |
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6.02 |
The Executive shall consist of the members of the Executive Committee, the immediate past President and such of the Delegates as the Executive Committee or the Executive may appoint to carry out committee functions of the Executive (herein referred to as ''Directors''), The Executive shall meet regularly, but at least four times per year. |
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6.03 |
In case of the absence or inability to act of any Officer of the Association or for any other reason that the Executive deem sufficient the Executive may delegate all or any of the powers of such Officers to any other Officer for the time being. |
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ARTICLE VII
DUTIES AND POWERS OF OFFICERS AND DIRECTORS
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7.01 |
The President shall preside over all membership and Executive meetings and be present at all events when possible. He or she shall be the Executive Officer and shall have the duty to carry out the policies and decisions of the Executive. He or she shall be without right of vote on the Executive except in be event of a tie. He or she shall sign cheques with the Secretary-Treasurer, unless both are members of the same family. The President shall be an ex officio member of all ad hoc and standing committees of the Association; he or she shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Executive. The President shall have the authority to appoint such committees as may be necessary to carry out the activities of the Association. |
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7.02 |
The 1st Vice-president shall, in the absence of the President. serve in that capacity. He or she shall so serve as a Parliamentarian and perform such other duties as may be assigned by the Executive. It shall be the duty of the 1st Vice President to head all governmental and land use committees and he or she shall be deemed the Governmental Advisor for Conservation and Land Use. |
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7.03 |
The 2nd Vice-President shall, in the absence of the 1st Vice President and President, serve in those capacities. He or she shall also serve as a Parliamentarian and perform such other duties as may be assigned by the Executive. The 2nd Vice-president shall be the Recreational Advisor and will be the head of the committee to assist Member Clubs in establishing events, rules and regulations. The 2nd Vice-President shall be responsible for the Association’s web site. |
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7.04 |
The Secretary-Treasurer shall keep and preserve all records and minutes of the meetings of the regular membership and the Executive, shall assume the responsibility of ledger roll call and determine the number of voting Delegates present so it may be known if a quorum is in attendance, shall keep a file system of memberships and shall receive and answer all general correspondence pertaining to the Association. The Secretary-Treasurer shall have alternate signing authority. The Secretary-Treasurer will be responsible for membership registration cards. |
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7.05 |
Subject to the provisions of any resolution of the Executive Committee the Secretary-Treasurer shall also have the care and custody of all the funds and securities of the Association and shall deposit the same in the Associations name for the Association in such bank or banks or with such other depositary or depositaries as the executive may direct. He or she shall disburse all monies for and on account of the association. He or she shall keep or cause to be kept books of accounts and accounting records of all financial affairs of he Association. He or she shall deliver a statement of all monies received and disbursed by him or her at each Delegate meeting. He or she shall sign such contacts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Executive Committee or as are incident to his or her office. He or she shall be required to give such bond for the faithful performance of his or her duties as the Executive, in its uncontrolled discretion, may require. At the end of the Association's fiscal year the books of accounts and accounting of the financial affairs of the Association shall be audited by a duly qualified accountant or by two Directors of the Association, appointed by the Executive. |
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7.06 |
Each Director may be appointed to one or more committees and it shall be his or her duty to coordinate the activities of such committees and to represent such committee on the Executive. Further duties of the Directors, as may be assigned by the Executive Committee, or the Executive, shall include (as it relates to the Association) conducting of the day to day business, making such decisions as best benefit the objectives of these By-Laws and auditing the books. |
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ARTICLE VIII
EXPENDITURES AND FINANCE
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8.01 |
All monies received from all sources shall immediately be turned over to the Secretary-Treasurer to be deposited in the chequing account of the Association. |
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8.02 |
No withdrawal from funds or expenditures shall be made without the approval of the Executive Committee and single expenditures in excess of One thousand ($1,000.00) Dollars must have the approval of the majority of a voting quorum of the Executive. Expenditures may be made by cheque or electronic banking. The item for which expenditure are made shall be designated by an Officer of the Executive Committee. If an expenditure of funds for more than one purpose are included, they shall be itemized separately, stating the amount of each. |
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8.03 |
Unless authorized by an Executive meeting and after adequate notice has been given, no Officer or Director or Delegate of the Association shall receive any remuneration for his or her services. |
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8.04 |
For the purpose of carrying out its objects, the Association by its Executive, may borrow or issue or secure the payment of money in such manner as it thinks fit, but this power shall be exercised only under the authority of the membership of the Association, and in no case shall debentures be issued without the sanction of a special resolution of the Association (“special resolution'' as used herein shall have all the meaning that is ascribed to it under all Societies Act). |
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ARTICLE IX
EXPENDITURES AND FINANCE
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9.01 |
The Delegates shall meet to elect Officers for upcoming fiscal years at the Annual General Meeting. Officers will be elected for terms of at least two (2) years. |
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Elections will be conducted as follows:
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a) The President and the 2nd Vice-president shall be elected on odd numbered years by a majority vote of the Delegates. |
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b) The 1st Vice-president and the Secretary Treasurer shall be elected on even numbered years by a majority vote of the Delegates. If the 1st Vice-president or Secretary runs for President, he or she does not have to resign his or her position in order to let the nomination stand. If the 1st Vice-President or Secretary is elected as President then the Delegates will elect a 1st Vice-president or Secretary, as the case may be, to hold office for a one (1) year term. |
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c) The newly elected Officers shall take office when elected. The voting shall be in person or audio conference and not by proxy or mail. |
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9.02 |
At the meeting of the Association occurring prior to the meeting at which the Officers will be elected there will be three calls for nominations for the office. At such meeting persons who are nominated will not be allowed to refuse their nomination. At the meeting of the Association at which officers will be elected there will be three calls for nominations. Immediately before the election takes place persons who have been nominated will be allowed to refuse their nomination. |
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9.03 |
Balloting for each office shall be in separate successive sequence starting if applicable, with the President and will be held by electronic polling through an audio conference calling service or if in person, by secret ballot. All ballots for offices as reported by the audio conferencing service or secret ballot will be reported and collected by a Delegate appointed by the Executive Committee who is not a nominee. |
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9.04 |
A majority of votes cast is necessary for elections to an office or position on the Executive. |
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9.05 |
In the event of a vacancy in the office of President, 1st Vice-president , 2nd Vice-president or Secretary-Treasurer the Executive may appoint a Delegate to assume that vacancy until the next meeting of the Association at which meeting an election shall be called to elect a successor. |
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ARTICLE X
REMOVAL OF OFFICERS
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10.01 |
The Delegates of the Association may, by resolution passed by at least two-thirds (2/3) of the Delegates present at a meeting and voting at a meeting of the Delegates duly held, remove any Officer before the expiration of his or her term of office and may, by majority of the votes cast at such meeting, elect any person in his or her stead for the remainder of his or her term. |
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ARTICLE XI
INDEMNITY AND LIABILITY
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11.01 |
Every Officer, Director or Delegate who has undertaken or is about to undertake any liability on behalf of the Association, and their heirs. executors and administrators, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Association from and against all costs charges and expenses whatsoever which such Officer Director or Delegate sustains or incurs in or about any action suit or proceeding which is brought convinced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office except such costs charges or expenses as are occasioned by his or her own willful neglect or default. |
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11.02 |
No Officer, Director or Delegate for the time being of the Association shall be liable for the acts, neglects or defaults of any other Officer, Director Delegate or employee or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any monies securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her own wrongful and willful act or through his or her own wrongful and willful neglect or default. |
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The Executive for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made done or entered into in the name or on behalf of the Association except such as shall have been submitted to and authorized or approved by the Executive. |
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ARTICLE XII
EVENTS
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12.01 |
All Members and guests participating in an Association event shall abide by the Traffic Safety Act, as amended, and by the By-Laws and regulations of any City or County in which such events take place. As the welfare and reception of the Association depends upon the character it gains from the City, County, Provincial and Federal authorities, any flagrant violation of such laws is sufficient causes for the removal of membership privileges, subject to decision by the Executive and membership in accordance with Article III, Clause 12, hereof. |
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ARTICLE XIII
EVENTS
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13.01 |
Words imparting the singular number shall include the plural number and vice versa. |
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ARTICLE XIV
SEAL
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14.01 |
The Executive shall provide for the safe custody of the seal of the Association. The seal will not be used except as authorized by the executive which will take such regulations with regard to affixing thereof as it deems necessary, provided, however, that the seal whenever used shall be authenticated by be signature of the President and/or Secretary-Treasurer or by such other Officer as has been so designated. |
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ARTICLE XV
RECORDS
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15.01 |
The books and records of the Association may be inspected by any Member of the Association at the Annual General Meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the Officer having charge of same. Each Member of the Executive shall at all times have access to such books and records. |
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ARTICLE XVI
AMENDMENTS
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16.01 |
These By-Laws may be amended by a special resolution at a Delegate meeting (“special resolution'' as used herein shall have the meaning that is to it under the Societies Act). Any amendment to the By-Laws must be presented Delegates at the regular Delegates meeting preceding that in which the vote is taken. |
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AMENDED AND RESTATED this 7th day of March, A.D. 2006. |
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