Proposed Revisions to Slow Food Edmonton’s Bylaws

Proposed Revisions to be voted upon by the membership at the AGM, January 2013

Intent: The original Bylaws were crafted using the provincial standard template for societies.

The following provisions are being recommended to:

  • reflect customization to Slow Food
  • change in the date for the AGM to more appropriately follow after the fiscal year end so that the Treasurer’s yearly report and audited records may be presented then
  • reflect move to email and other social media as ways of giving notice
  • maintain consistency among all notices of meetings to eight day

Below, the original bylaw is presented, with the proposed revision following, bolded and in italics.

Slow Food Edmonton Association Bylaws

In the following bylaws, that wherever “written”, “in writing” occurs, this will be understood to mean written word, or electronic forms such as email and electronic newsletter supplemented by website, FaceBook page and other social media.

MEMBERSHIP

1      Membership fee, if any, in the society shall be determined, from time to time, by the members at a general meeting.  Any person residing in Canada, and being of the full age of 18 years, may become a member by a favourable vote passed by a majority of the members at a regular meeting of the society, and upon payment of the fee.  Such voting shall be by ballot, unless the meeting by resolution otherwise decides.

Change to:

Membership fee is set and regulated by Slow Food International.  Payment of fees implies consent to membership.  Any person residing in Canada may become a member by a favourable vote passed by a majority of the members at a regular meeting of the society, and upon payment of the fee. The membership list provided by Slow Food International will be approved by simple majority at each Board Meeting.

2      Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary.   If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or  powers in the society until reinstated.  Any member upon a majority vote of all members of the society in good standing may be expelled from membership for any cause which the society may deem reasonable.

No proposed changes.

BOARD OF DIRECTORS

3      Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society.

Change to:

Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society and will consist of the President (who shall be commonly known as the Convivium Leader), Vice President, Past President, Secretary, Treasurer and minimum of three directors to fill the portfolios deemed necessary to respond to the convivium’s business.

4      The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President.  A special meeting may be called on the instructions of any two members provided they request the President in writing to call such meetings, and state the business to be brought before the meeting.  Meetings of the Board shall be called by 10 days notice in writing mailed to each member or by three days notice by fax or telephone.  Any four members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

Change to:

The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting of the Board may be called on the instructions of any two members provided they request the Presidentin writing (electronic communication methods such as email supplemented with social media posts will be accepted in all cases where “in writing” is specified in the bylaws of the society) to call such meetings, and state the business to be brought before the meeting.  Meetings of the Board shall be called by eight days notice by email, fax or telephone. Any four members shall constitute a quorum for Board Meetings, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

5      A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment.  They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.

No Proposed Changes

6      Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable.

No Proposed Changes

PRESIDENT

(Commonly known as CONVIVIUM LEADER)

7.  The President shall be ex-officio a member of all Committees.  He/she shall, when present, preside at all meetings of the society and of the Board.  In his/her absence, the Vice-President shall preside at any such meetings.  In the absence of both, a chairperson may be elected at the meeting to preside.

No proposed changes.

Vice President (Associate Convivium Leader)

  1. The Vice President shall be the primary party responsible for operational aspects of the society.  Where the focus of the President is external, engaging community and being the primary source for external messages, the Vice President focuses internally, organizing resources for committees, events, and programs and coordinating such efforts.

Change to:

The Vice President shall be the primary party responsible for operational aspects of the society.  Where the focus of the President is external, engaging community and being the primary source for external messages, the Vice President focuses internally.  Organizing resources for committees, events, and programs and coordinating such efforts. The Vice-President will be nominated for the position of President at the Annual General Meeting following their election as Vice-President.

SECRETARY

8.   It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same.  He/she shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President.  In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board.  The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.

No proposed changes.

9.  The Secretary shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the society.  Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.

Change to:

The Secretary shall also keep a record of all the members of the society and their addresses and send all notices of the various meetings as required. The secretary retains a copy of all meeting minutes and other aspects of the organization for archival purposes.

TREASURER

  1. The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order.  He/she shall properly account for the funds of the society and keep such books as may be directed.  He/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 of the financial position of the society and submit a copy of same to the Secretary for the records of the society.  The Office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.

No proposed changes.

PROPOSED ADDITION TO BYLAWS

DIRECTORS

Communications Director:

  1. a.    Responsible for communicating to membership all notices of various meetings and events as required.
  2. b.    Management of social media, website content, newsletter, etc

Philanthropy Director:

  1. a.    Responsible for coordinating fund raising efforts to ensure our ability to meet  commitments to Slow Food Canada, special Slow Food International initiatives, etc.

Community Liaison:

  1. a.    Point of contact for organizations Slow Food Edmonton interacts with. This may include civic committees, youth/school groups, other not-for profit or food sustainability groups, etc.

AUDITING

11. The books, accounts and records of the Secretary and Treasurer shall be audited at least  once each year by a duly qualified accountant or by two members of the society elected 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 end of the society in each year shall be January 31  (month & day).

Change to:

The books, accounts and records of the Secretary and Treasurer shall be audited at least  once each year by a duly qualified accountant or by two members of the society elected 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 end of the society in each year shall be December 31.

  1. The books and records of the society may be inspected by any member of the society at the Annual Meeting or at anytime 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.

No proposed changes.

MEETINGS

13. This society shall hold an annual meeting on or before November 30 in each year, of which notice in writing to the last known address of each member shall be delivered in the mail 3 days prior to the date of the meeting.  At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary/Treasurer), and three directors.  The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed.  Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting.  Any member in good standing shall be eligible to any office in the society.

Change to:

This society shall hold an annual meeting on or before February 28 in each year, of which notice in writing to the last known email address of each member shall be delivered 30 days prior to the date of the meeting.  At this meeting there shall be elected a President, Vice President, Secretary, Treasurer, (or Secretary/Treasurer), and a minimum of three directors to fill the portfolios deemed necessary to respond to the convivium’s business.  The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed at the following Annual General Meeting. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting.  Any member in good standing shall be eligible to any office in the society

14. General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member, delivered in the mail eight days prior to the date of such meeting.  A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by letter to the last known address o each member, delivered in the mail eight days prior to the meeting.

Change to:

General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known email address of each member, delivered in the mail eight days prior to the date of such meeting, with notice also sent via our electronic newsletter, and posted on the Slow Food Edmonton website and FaceBook page.   A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by email to the last known address of each member, delivered in the mail eight days prior to the meeting, with notice also sent via our electronic newsletter, and posted on the Slow Food Edmonton website and FaceBook page.

  1. 10 members in good standing shall constitute a quorum at any meeting.

No proposed changes.

VOTING

16.  Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the society.  Such votes must be made in person and not by proxy or otherwise.

Change to:

Any member, whose annual fees are paid, shall have the right to vote at any meeting of the society.  Provision will be made for proxy voting, if requested by the member via email to the  President and Secretary three days prior to the meeting date.

REMUNERATION

  1. Unless authorized at any meeting and after notice for same shall have been given, no officer, director, or member of the society shall receive any remuneration for his/her services.

No proposed changes.

BORROWING POWERS

  1. For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.

No proposed changes.

BYLAWS

19.The Bylaws may be rescinded, altered or added to by a “Special Resolution”.

No proposed changes.

v.4

23Jan2013

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