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
3.1
"Board
of Directors or Board" shall mean the Board of Directors Society of Local
Government Managers of Alberta.
3.2
"Members
in Good Standing" shall mean any member of this Society whose membership
is not in arrears and who is not otherwise disqualified.\
3.3
“Regular
Member” shall mean a certified local government managers as described in the Local Government Managers Regulation.
3.4
"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
Members
are encouraged to accumulate appropriate continuing education annually as
determined by the Practice Review Committee.
5. Membership
Fees, Dues and Levies:
5.1
The
membership dues shall be set annually by the Board.
5.2
The
Board has the power to set other fees.
5.3
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.
5.4
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.
b)
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
6.1
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.
6.2
The
Chair and Vice-Chair shall be elected by the Directors immediately following
the Annual General Meeting of the Society.
7. Board
of Directors
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7.1. |
The Board shall consist of seven (7) members comprised as follows:
a)
Three (3) members who, at the time of
their election, are employed by as municipal district
b)
Three (3) members, who at the time of
their election, are employed in a authority other than a municipal district;
and
c)
One (1) member of the public as
provided for in the Professional and Occupational Associations Registration Act
who is not a member of the Society. With the exception of the member of the
public all of these shall be a Regular Member of the Society.
Notwithstanding the above however, the Board may
include up to a maximum of two (2) members who, at the time of election, are
not then employed by a municipality, but are members of the Society, in which
event, they shall be deemed to be employed by their last municipal employer for
the purpose of this section. All members of the Board, with the exception of
the public member, must
be Regular Members of the Society in good
standing.
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7.2.
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At the first Annual General Meeting
of the Society, following the amendments to this section of the bylaw,the
members in attendance shall elect a member who shall represent rural
municipalities, a member who shall represent urban municipalities and other
municipalities for a three (3) year term of office on the Board. The Directors
elected at the 1999 and 2000 Annual General Meeting will continue for their
term. At subsequent Annual General
Meetings the members shall elect a member who shall represent rural
municipalities, a member who shall represent urban municipalities and other
municipalities for a three (3) year term of office on the Board.
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7.3. |
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.
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7.4 |
Nominating Committee:
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a) |
The
Chair of the nominating committee shall be the most recent past chair. |
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b) |
The
Nominating Committee shall consist of three (3) Regular members, one of which
is the Chair who shall appoint the other members. |
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c) |
The
Nominating Committee shall present to the Annual General Meeting at least one
(1) name for each vacancy for the offices of Director. |
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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. |
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e) |
The
Chair shall be prepared to accept nominations from the floor. |
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7.5
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.
7.6
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.
7.7
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.
7.8
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.
7.9
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.
7.10
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.
9. Registrar
9.1
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.
9.2
The
Registrar shall file all applicants for membership with the Registration
Committee for review.
9.3
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.
9.4
The
Registrar shall report to the Board through the Registration Committee.
10. Committees
10.1
The
Society will have:
a) Will have Standing Committees which perform a
continuing function, or
b) May have a Special
committee which carries out a specified task and automatically ceases to exist
when that task is completed.
10.2
The
Board may:
a) At its discretion,
establish such Special Committees as are deemed necessary to carry out the work
of the Society;
b) 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; and
c) Establish a pool
of alternate committee members who can serve on any committees of the Society
if requested to do so by the Board, for any reason.
10.3
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.
10.4
The
Practice Review Committee shall consist of the Professional Development Chair
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 Registration Act. Quorum shall be three (3) members
10.5
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.
10.6
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.
10.7
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.
10.9
No
one member shall serve on more than one of the committees; Registration, Practice
Review and Discipline committees.
11. Audit
11.1
The
books, accounts, and records of the Executive Director 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.
11.2
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
12.1
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
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.
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
13.1
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.
13.2
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.
13.3
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.
13.4
In
all votes a simple majority shall decide the question except in the matter of a
Special Resolution.
13.5
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
14.1
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.
14.2
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
15.1
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
16.1
The
By-laws may be rescinded, altered or added to by a "Special
Resolution".
16.2
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.
16.3
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
17.1
The
Chair, or the Vice-Chair and the Executive Director are duly authorized signing
officers of this Society.
18. Head
Office
18.1
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
Kananaskis
,
Alberta
on May 2, 1993
___________________________________
Duane
Coleman CLGM, Chair
___________________________________
Linda
M. Davies CLGM, Executive Director
Amendments
to April 30, 2009
