Bylaws

1. Name

The name of this organization shall be the Society of Local Government Managers of Alberta (abbreviated SLGM).

2. Purpose

The Society of Local Government Managers of Alberta is a professional regulatory organization registered under the Professional Occuapational Associations Registration Act. As the legislated body of the profession, the Society’s purpose is to enhance and promote the professional practice of local government management and to ensure that educational opportunities are provided to improve the management abilities of those who are involved in local government administration in Alberta.

3. Interpretation

1. " Board of Directors or Board" shall mean the Board of Directors Society of Local Government Managers of Alberta.
2. " Members in Good Standing" shall mean any member of this Society whose membership is not in arrears and who is not otherwise disqualified.
3. " Special Resolution" shall mean a resolution presented at a Society Meeting where there must not be less than thirty (30) regular members in good standing voting on the resolution and a majority of three fourths (3/4) shall be required to carry the motion. A special resolution is required to borrow funds, for the membership to remove a Director of the Board and to rescind or amend the Society By-laws.

4. Membership

4.1 All registered regular, associate and student members in good standing may vote on regulatory matters

4.2 Membership in the Society shall be limited to persons who are qualified for admission to one of the following categories, subject to limitations contained elsewhere in the bylaws.

1. Regular membership shall be granted to a person who:

   a. meets the requirements as defined in the Local Government Manager
   Regulation; and
   b. pays his annual fees.

A regular member may hold elective and appointive offices and may vote.

2. Associate membership shall be granted to a person who:

a. meets the requirements as defined in the Local Government Managers Regulation; and
b. pays his annual fees.

An associate member may not hold elective offices, and do not have voting privileges but may be appointed to committees.

3. Student membership shall be granted to a person who:

   a. meets the requirements as defined in the Local Government Managers Regulation; and
   b. pays his annual fees.

A student member shall pay a minimum fee, may not vote, and may not hold elective or appointive offices.

4. The title "Fellow" shall be granted to certain individuals who are regular members and who have had distinguished careers in Local Government Management. Nomination of candidates may be made to the Board by any member(s) of the Society. A suitable citation shall be awarded at the Annual General Meeting or other appropriate occasion. A Fellow may hold elective and appointive offices and may vote.
5. Honorary Membership shall be awarded from time to time to distinguished individuals who have attained eminence through their contributions to the profession, but may not be members of the Society. Those contributions need not have been made directly within the area of local government management provided they have influenced the development of the profession. Proposals for Honorary Member shall be made in writing, signed by at least three (3) Certified Local Government Managers and submitted to the Board of Directors for a decision. The names will be announced at the Annual General Meeting. An Honorary Member shall pay no dues, may attend meetings but have no voting privileges.
   

4.3 Members are encouraged to be aware and act in accordance with the Society’s Code of Ethics. The Code of Ethics are outlined on a schedule and attached hereto and marked Appendix A.

4.4 In order to maintain the Regular membership these members shall be required to accumulate appropriate continuing education annually as determined by the Practice Review Committee.

5. Membership Fees, Dues and Levies:

1. The membership dues shall be set annually by the Board.
2. The Board has the power to set other fees.
3. If any member is in arrears for fees or assessments for any year, such member shall be suspended three (3) months after billing and shall be entitled to no membership privileges or powers in the Society until reinstated.
4. (a) In the case of ill health, misfortune, or such other circumstances as the Board considers appropriate, the Board may extend the time for payment of, or waive in whole or in part and for any period of time the payment of, any fees, dues and levies, and any arrears thereof, otherwise payable or to become payable under these by-laws or powers in the Society until reinstated.

   a. Without limitation on the Board's direction under subsection (a), the Board may from time to time establish, amend and revoke general policies for the waiver of fees, dues and levies, and arrears thereof, as provided in subsection (a) which policies shall be implemented and administered by the Society's staff having responsibility with respect to fees, dues and levies.

6. Chair

1. The Chair shall be an ex-officio member of all committees.
2. The Chair shall, when present, preside at all meetings of the Society and of the Board of Directors. In the Chair’s absence the Vice-Chair shall preside at any such meetings, and in the absence of both, a Chair may be elected by the meeting to preside thereat.
3. The Chair and Vice-Chair shall be elected by the Directors immediately following the Annual General Meeting of the Society.

7. Board of Directors

1. The Board shall consist of three (3) members of each of the Alberta Rural Municipal Administrators Association and Local Government Administration Association, and one (1) member of the public as outlined in the professional and Occupational Associations Registration Act. With the exception of the member of the public all of these shall be a Regular Member of the Society.
2. At the first Annual General Meeting of the Society, following the amendments to this section of the bylaw, the members in attendance shall elect two (2) members Alberta Rural Municipal Administrators Association and (2) members from the Local Government Administration Association to the Board of Directors.
3. The two members elected from each Association shall draw lots for a two (2) year term and a three (3) year term. The Directors elected at the 1997 Annual General Meeting will continue for their term of office. At subsequent Annual General Meetings the members shall elect a member representing each Association for a three (3) year term of office on the Board.
4. The Board of Directors shall have the power to fill any vacancy which may occur in the Board of Directors between the Annual General Meeting. The persons so appointed shall hold office until the next Annual General Meeting.
5. Nominating Committee:

   a. The Chair of the nominating committee shall be the most recent past chair.

   b. The Nominating Committee shall consist of three (3) Regular members, one of which is the Chair who shall appoint the other members.

   c. The Nominating Committee shall present to the Annual General Meeting at least one (1) name for each vacancy for the offices of Director.

   d. The Chair of the Nominating Committee shall chair the election except when he is unable to do so, he may appoint another member of the Committee as Chair.

   e. The Chair shall be prepared to accept nominations from the floor.

6. The Board shall, subject to the by-laws 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.
7. Meetings of the Board shall be held as often as may be necessary, but at least twice every twelve (12) months, and shall be called by the Chair. Board meetings shall be called by giving notice in writing by mail to each Board member not less than ten (10) days prior to the meeting date, or by giving three (3) days notice by facsimile transmission, or by other means of electronic transmission, including but not limited to electronic mail.
8. The Chair shall call a meeting when requested in writing by at least four (4) members of the Board. The business to be brought before the meeting must be set out in any such request.
9. A quorum of the Board shall be any four (4) members, provided there is representation from both the Alberta Rural Administrators Association and the Local Government Administration Association.
10. Directors shall sit on Committees as established by the Board, and shall provide incoming Directors with all the information, documents and correspondence related to his/her position.
11. A Director may be removed by a Special Resolution passed at the Annual General Meeting or at a Special General Meeting of the Society.

8. Executive Director

8.1

The Executive shall appoint a Executive Director. It shall be the duty of the Executive Director 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 seal whenever used shall be authenticated by the signature of the Secretary and the Chair, or, in the case of the death or inability of either to act, by the Vice-Chair.  In case of the absence of the Executive Director, his/her duties shall be discharged by such officer as may be appointed by the Board.  The Executive Director shall have charge of all the correspondence of the Society and be under the direction of the Chair and the Board.

8.2  The Executive Director shall also keep a record of all members of the Society, and shall collect and receive the annual dues or assessments levied by the Society

8.3  The Executive Director shall receive all monies paid to the Society and shall 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 General Meeting a statement duly audited as
hereinafter set forth of the financial position of the society and keep a copy of the same for the records of the Society.

8.4  The Executive Director may be the Registrar. The Secretary-Treasurer may be the Registrar.

9. Registrar

1. The Registrar is appointed under the authority of the Professional and Occupational Associations Act and shall be a certirfied certified local government manager who is appointed by the Board for a two (2) year renewable term. The Registrar shall oversee the processing of memberships and shall keep a record of all members of the Society, their addresses, educational progress, and employment history.
   1. The Registrar shall file all applicants for membership with the Registration Committee for review.
   2. The Registrar shall maintain the registers of the Society as set out in the Regulation pertaining to the Society under the Professional and Occupational Associations Registration Act.
   3. The Registrar shall report to the Board through the Registration Committee.

   10. Committees

   1. A Standing Committee is one which performs a continuing function. A Special committee is one which carries out a specified task and automatically ceases to exist when that task is completed.
      
      (a)
      The Board shall, at its discretion, establish such special committees as are deemed necessary to carry out the work of the Society.
      (b)
      The Board may as required from time to time, appoint non-members to special committees. Non-members shall not exceed twenty-five (25%) percent of the committee’s membership.
      
      
      1. The Board shall, at its discretion, establish such special committees as are deemed necessary to carry out the work of the Society.
      2. The Standing Committees shall include but not be limited to: Registration, Practice Review, Discipline, Professional Development, and Communication.
      3. The Registration Committee shall consist of one (1) member of the Board, other than the public member, three (3) other Certified Local Government Managers who are not Board members, and the Registrar. The Board shall designate the Board member who is to serve on the Committee and shall appoint three (3) non-board members, naming one of them as Chair. The Committee shall carry out the duties outlined in the Local Government Manager Regulation and in the Professional and Occupational Associations Registration Act. Quorum shall be three (3) members.
      4. The Discipline Committee shall consist of one (1) member of the Board, other than the public member, and three (3) other Certified Local Government Managers who are not Board members. The Board shall appoint the three (3) non-board members. The Committee will elect a chair and a vice chair from within the Committee.  The Committee shall carry out the duties outlined in the Local Government Manager Regulation and in the Professio nal and Occupational Associations Act. Quorum shall be three (3) members.
         1. The Discipline Committee shall consist of one (1) member of the Board, other than the public member, and three (3) other Certified Local Government Managers who are not Board members. The Board shall appoint the three (3) non-board members, naming one of them as Chair. The Committee shall carry out the duties outlined in the Local Government Manager Regulation and in the Professional and Occupational Associations Act. Quorum shall be three (3) members.
         2. The Professional Development Committee shall consist of at least three (3) registered members. The Chair shall be a member of the Board, other than the public member and the other members shall be nominated by the Chair and appointed by the Board. The Committee shall be responsible for planning and implementing professional development activities. Quorum shall be fifty percent plus one.
         3. The Communication Committee shall consist of at least three (3) registered members. The chair shall be a member of the Board, other than the public member, and the other members shall be nominated by the Chair and appointed by the Board. This Committee shall be responsible for publication of all communication vehicles as directed by the Board, and shall establish interaction, communication and liaison with associated bodies and other external persons or entities as may be necessary or appropriate in the furtherance of the objectives and activities of the Society. Quorum shall be fifty percent plus one.
         4. No one member shall serve on more than one of the committees; Registration, Practice Review and Discipline committees.

         11. Audit

         1. The books, accounts, and records of the Secretary-Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Society appointed for that purpose at a meeting of the Board. A complete and proper statement of the standing of the books for the previous year shall be submitted at the Annual Meeting of the Society. The fiscal year of the Society in each year shall be the calendar year.
         2. 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 the same. Each member of the Board shall at all reasonable times have access to such books and records.

         12. Meetings

         1. An Annual General Meeting of the Society shall, at such time, date and place as determined by the Board of Directors in accordance with such regulations and notices as the Board of Directors determine, be held

            a. for the election of members to the Board of Directors, and

            b. receipt of the audited financial statement for the previous fiscal year, and

            c. receipt of a report on the activities of the Society, and

            d. the proposed by-law amendments pursuant to section 16, and

            e. for the transaction of such other business as may be brought before the meeting.

         2. Notice of the Annual General Meeting shall be sent by ordinary mail to each member at least twenty-one (21) days prior to the date of the AGM or sent by means of facsimile transmission, or by other means of electronic transmission, including but not limited to electronic mail to each member at least fourteen (14) days prior to the date of the AGM and shall state the date, time and place of the meeting.
         3. A Special General Meeting of the Society may be called by the Board of Directors at such date, time and place as determined by the Board. Notice of a Special General Meeting shall be sent by ordinary mail to each member at least twenty-one (21) days prior to the date of meeting or sent by means of facsimile transmission, by other means of electronic transmission, including but not limited to electronic mail to each member at least fourteen (14) days prior to the date of the meeting. Thirty members in good standing may petition the Chair for a Special General Meeting.
         4. In order for a meeting of the Society to be valid, there must be ten percent (10%) of the regular members in good standing present at the commencement of the meeting.
         5. The general procedures to be followed at any meeting of the Society shall be as follows:

            a. No member shall be allowed to speak or debate Society business until he/she is recognized by the Chair.

            b. No member shall speak more than twice or for longer than five minutes on any motion or any other matter before the AGM or Special General Meeting.

            c. When a question is under debate, no motion shall be in order except to adjourn, recess, postpone or amend. These motions to take precedent in the order named and the first two shall be decided without debate.

            d. All motions and amendments must be put to the question to the AGM or Special General Meeting by the presiding officer.

            e. A simple majority vote of the members present entitled to vote shall be sufficient to carry any motion except a Special Resolution, then the majority of three-fourths shall be required.

         13. Voting

         1. Any regular member in good standing 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.
         2. The Board of Directors may direct that a mail vote or vote by means of facsimile transmission by means of electronic transmission, including but not limited to electronic mail will be taken on any matter that requires the approval of the regular membership. The Board shall determine the form and wording of the ballot and the method of voter identification for security purposes and shall include, as part of the ballot, a clear explanation of the matter to be voted on. The ballot shall be mailed or sent by facsimile transmission or by means of electronic transmission, including but not limited to electronic mail to each regular member in good standing. In order to be counted for or against the matter the ballots must be properly marked and mailed back or returned by facsimile transmission or by means of electronic transmission, including but not limited to electronic mail to the Executive Director within the time period specified by the Board and indicated plainly on the ballots. Upon the expiry of the specified time the ballots shall be counted by the Executive Director in the presence of not less than two regular members of the Society in good standing. Notice of the result of the mail and/or electronic ballot shall be mailed or electronically forwarded forthwith to each member of the Society.
         3. In order for a mail vote or vote by means of facsimile transmission by means of electronic transmission, including but not limited to electronic mail to be valid a minimum of thirty ballots marked for or against the question must be returned to the Executive Director.
         4. In all votes a simple majority shall decide the question except in the matter of a Special Resolution.
         5. In the matter of a Special Resolution, there must not be less than 30 regular members in good standing voting on the resolution and a majority of three fourths (3/4) shall be required to carry the motion.

         14. Remuneration

         1. Unless authorized at any meeting and after notice of same shall have been given, no officer or member of the Society shall receive any remuneration for his/her services other than the Board member representing the public-at-large and the Executive Director.
         2. Notwithstanding Section 14.1 officers and other persons approved by the Board may be reimbursed for necessary travel and granted a subsistence allowance for attending meetings on behalf of the Society in accordance with the guidelines and rates to be determined from time to time by the Board.

         15. Borrowing Powers

         1. For the purpose of carrying out its objectives, the Society may borrow raise or secure the payment of money in such manner as it thinks fit, but in no case shall this be by the issue of debentures. This power shall be exercised only under the authority of the Society by way of a "Special Resolution".

         16. By-laws

         1. The By-laws may be rescinded, altered or added to by a "Special Resolution".
         2. In order for an amendment to the bylaws to be considered at a general meeting of the Society, the proposed changes must be sent to the Board of Directors 60 days prior to the date of the meeting. The Board must submit any proposed amendments to the general membership at least 30 days prior to the date of the meeting.
         3. Amendments to the bylaws cannot be raised from the floor of a meeting of the Society. Only amendments which do not change the intent of an amendment presented in advance to the Board and which serve to clarify the intent of the original motion will be heard.

         17. Signing Authorities

         1. The Chair, or the Vice-Chair and the Executive Director are duly authorized signing officers of this Society.

         18. Head Office

         1. The head office of the Society shall be in the Province of Alberta at the office of the Executive Director, unless otherwise determined by the Board of Directors.

          

         Approved by the General Membership at the Annual General Meeting in Banff, Alberta on May 2, 1993

         James V. Simpson CLGM, Chair
         Linda M. Davies CLGM, Executive Director
         Amendments to May 9, 2007