Edmonton Federation of Community Leagues BY-LAWS
Revised October 23, 2012
Article 1 Name
- The name of the organization will be the Edmonton Federation of Community Leagues (EFCL), often referred to as the Federation, hereinafter referred to as the ‘EFCL’.
Article 2 Purpose
2.1 The mission of the Edmonton Federation of Community Leagues will be to enhance the quality of life in Edmonton by supporting the community league movement through:
2.1.1 Facilitating healthy and safe communities by promoting participation in affordable recreation, sports, and social activities at the community level;
2.1.2 Developing and enhancing the skills of community league volunteers by providing information, resources, and education;
2.1.3 Promoting, facilitating, and celebrating volunteerism at the community level;
2.1.4 Providing a multi-dimensional communication network to share pertinent information on relevant issues and emerging trends;
2.1.5 Advocating on behalf of the Membership on general citywide issues and assisting Members in their role as advocates;
2.1.6 Assisting in the creation and organization of new community leagues; and
2.1.7 Providing and maintaining a central administrative operation and meeting facility for consideration and discussion of questions affecting the interests of the community.
Article 3 Interpretation
3.1 Accredited Representative means the person, or in whose absence the alternate person, designated by the Member's by-laws, by election, or by resolution of the Member is to represent the Member at meetings of the EFCL.
3.2 Board of Directors will mean the Board of Directors of the EFCL.
3.3 By-laws will mean the within By-laws.
3.4 City means the City of Edmonton.
3.5 Code of Ethics will mean the EFCL Code of Ethics as appended hereto.
3.6 Community League means an organization of persons with an elected executive representing a geographically defined community within the City of Edmonton, incorporated under the Societies Act of the Province of Alberta to provide facilities, programming and services without reference to race, colour, religion, creed, ethnic origin or political affiliation.
3.7 District Boundaries will mean those boundaries as established from time to time by the EFCL.
3.8 District Meeting will mean a meeting of the District Members.
3.9 District Member will mean those Members geographically located within the District Boundaries.
3.10 District Representative will mean the representative elected by District Members and who will serve on the Board of Directors.
3.11 General Meeting will mean a meeting of the entire Membership of the EFCL as defined in Article 5.
3.12 Honorary Member will mean individuals who have provided extraordinary service to the EFCL and/or the community league movement as recognized by the Board of Directors and ratified by the membership.
3.13 Member will mean a Community League that has fulfilled the requirements of Article 4.
3.14 The Membership will mean all the Members of the EFCL.
3.15 Societies Act will mean the Societies Act of Alberta and any amendments thereto.
3.16 Special Resolution will mean a resolution, which requires 21 days' notice and three quarters support of the Members or Directors, as the case may be, in attendance and eligible to vote.
3.17 For the purpose of these By-laws, words which have a special meaning assigned to them in the Societies Act will have the same meaning herein.
3.18 Associate Membership may be conferred on any organization which provides a community or neighbourhood, function regardless, if they are in the City of Edmonton boundaries. This class of membership is subject to the terms and conditions as outlined in Article 4 Membership with the exception that an associate member does not have a vote at Membership meetings.
Article 4 Membership
4.1 Membership in the EFCL is open to any Community League, which subscribes to the purposes and By-laws and conforms to the Code of Ethics, upon receipt of:
4.1.1 Annual dues as recommended by the Board of Directors and ratified by the Membership at an Annual Meeting;
4.1.2 A current Executive list;
4.1.3 A copy of By-laws and amendments thereto;
4.1.4 A copy of the Community League's annual report as filed with Corporate Registry; and
4.1.5 Where a new Community League is seeking membership, it requires majority support of the Membership present at a General Meeting of the EFCL.
4.2 The membership in the EFCL may be suspended or terminated as set out in Article 13.1 herein.
4.3 A Community League may withdraw from Membership in the EFCL by written notice of intent to the EFCL President and may not be reinstated except upon compliance with Article 4.1 of these By-laws.
4.4 An Honorary Member will be provided a lifetime membership for the community league, in which the Honorary Member resides and enjoy the benefits which accrue.
4.5 Associate Membership in the EFCL is open to any organization, which subscribes to the purposes and By-laws and conforms to the Code of Ethics, and provides a community or neighbourhood function consistent with that of the leagues upon receipt of:
4.5.1 Annual dues as recommended by the Board of Directors and ratified by the Membership at an Annual Meeting;
4.5.2 A current Board of Directors list;
4.5.3 A copy of By-laws and amendments thereto;
4.5.4 A copy of the organization's annual report as filed with Corporate Registry; and
4.5.5 Where an organization is seeking membership, it requires majority support of the Membership present at a General Meeting of the EFCL.
Article 5 General Membership Meetings
5.1 The Annual General Meeting of the EFCL may be held, whenever possible, in the month of March or April but in any event, not later than six months following the end of the fiscal year of the EFCL. The purposes of the Annual General Meeting will include, but not be limited to, the following:
5.1.1 To receive the reports of the outgoing Board of Directors;
5.1.2 To meet with the new members of the Board of Directors;
5.1.3 To identify who the auditor, insurance broker, and legal counsel for the EFCL will be; and
5.1.4 To discuss any revisions to the By-laws;
5.1.5 To elect District Representatives as required.
5.2 A Regular General Meeting of the EFCL will be held in the months of January or February. The purpose of this meeting will include, but not be limited to, the following:
5.2.1 To ratify the budget as recommended by the Board of Directors;
5.2.2 To present plans, programs and projects;
5.2.3 To elect District Representatives and members of committees as required.
5.3 A Regular General Meeting of the EFCL will be held in October or November. The
purposes of this Regular General Meeting will include, but not be limited to, the
5.3.1 To ratify the membership fees for the upcoming year as recommended by the Board of Directors;
5.3.2 To ratify the committee mandates and membership; and
5.3.3 To elect District Representatives and committee members as required.
5.4 Special General Meetings may be called at the discretion of the President or must be called, upon receipt by the EFCL registered office, of a written request for such meeting signed by 10 per cent of the Accredited Representatives of the Membership. The President must notify the Membership of the date and location of the Special General Meeting within 14 days of the receipt of such written request. Any call for a Special General Meeting must include specific reference to the item(s) to be dealt with by the Special General Meeting. The Special General Meeting must be held within 40 days of the receipt of the written request for such meeting.
5.5 At least 21 days' notice of all Annual General, Regular General or Special General Meetings will be given in writing through regular mail, e-mail or method requested to every Member and Member's Accredited Representative and to every Officer or Director of the EFCL. The inadvertent omission to notify a Member's Accredited Representative will not invalidate the proceedings of the General Meeting.
Article 6 District Membership Meetings
6.1 Each District of the EFCL will hold District Meetings at least two times per year, preferably in the months of May, and November.
6.2 Special District Meetings may be called at the discretion of the District Representative or Vice-President Internal. Such Special District Meeting must be called upon receipt by the District Representative or Vice-President Internal of a written request for such meeting signed by two community leagues or 10 per cent, whichever is greater, of the Accredited Representatives of the District Members. The District Representative or Vice-President Internal must notify the District Members of the date and location of the Special District Meeting within 14 days of the receipt of such written request. Any call for a Special District Meeting must include specific reference to the item(s) to be dealt with by the Special District Meeting. The Special District Meeting must be held within 40 days of the receipt of the written request for such meeting.
6.3 At least 14 days' notice of all District Meetings will be given in writing through regular mail, e-mailor method requested to every District Member's Accredited Representative within that District and to the EFCL office. The inadvertent omission to notify a District Member's Accredited Representative will not invalidate the proceedings of the District Meeting.
Article 7 Board of Directors Meetings
7.1 The Board of Directors will meet each month, except in the months of July and August, at the EFCL’s office.
7.2 Special Board Meetings may be called at the discretion of the President or must, upon receipt of a written request signed by three Directors, convene a meeting of the Board of Directors within 14 days of receipt of the request. Any call for a Special Board Meeting must include specific reference to item(s) to be dealt with by the Special Board Meeting.
7.3 Notice of all Board Meetings will be given by telephone or in writing through regular mail, e-mail or method requested to every member of the Board of Directors or method requested to every Member and Member's Accredited Representative.
The inadvertent omission to notify a member of the Board of Directors will not invalidate the proceedings of the Board Meeting.
7.4 All meetings of the Board of Directors will be open to attendance by all Members, who may participate but not vote.
Article 8 Voting
8.1 Only Members in good standing are entitled to vote at the Annual General, Regular General and Special General Meetings.
8.2 Only District Members in good standing are entitled to vote at the Regular District and Special District Meetings.
8.3 Only District Representatives are entitled to vote at all Board of Directors meetings.
8.4 Such voting will be made in person, through the Accredited Representative, and not by proxy or otherwise.
8.5 Each Member will have only one vote.
8.6 Each District Representative will have only one vote.
8.7 A District Representative who is also an Accredited Representative for a Member may vote at a District and/or a General Meeting in their capacity as an Accredited Representative.
8.8 An Honorary Member is not entitled to vote at an EFCL meeting, except where:
- that member is acting in the capacity of an Accredited Representative; or
- the Honorary Member is also a member of the Board of Directors in which case they may vote, as does any board member.
8.9 Voting at meetings will be by a show of hands, a voting ticket, and a standing vote or by secret ballot. Any two Members or members of the Board of Directors entitled to vote may request a vote by secret ballot.
8.10 All voting at elections, when an office or position is contested will be by secret ballot.
8.11 Where the Accredited Representative, or Board of Director member (as the case may be), is in a conflict of interest position, that Accredited Representative or Board member will not be entitled to vote.
Article 9 Quorum
9.1 In establishing quorum percentage will be determined by rounding up to the next whole number.
9.2 A quorum for all Annual General, Regular General or Special General Meetings will be the Accredited Representatives of 20 per cent of the Community Leagues.
9.3 A quorum for all District Meetings will be one-third of the District Members eligible to participate.
9.4 A quorum for a Board of Directors Meeting will be a majority of the Board Members, two of which must be Officers.
9.5 A quorum for a board committee meeting will be a majority of the board committee members.
Article 10 Board of Directors
10.1 The Board of Directors will function as a policy board.
10.2 The Board of Directors will have the following responsibilities to:
10.2.1 Speak with one voice, through motions;
10.2.2 Operate being mindful of its civic trustee obligations to the Members;
10.2.3 Enforce self-discipline and govern with excellence. This will apply to matters like attendance, policy-making principles, respect of roles, speaking with one voice, and ensuring the continuity of the organization;
10.2.4 Direct, control, and inspire the EFCL through careful establishment of organizational policies reflecting the values and priorities of the membership with a focus on the long term;
10.2.5 Cultivate a sense of group responsibility. The Board will be responsible for leadership. It will initiate policy and use its members' expertise to enhance the ability of the whole body;
10.2.6 Monitor and discuss Board process and performance in relation to values, ethics, policy, and in compliance with the laws of the land. They will fulfill their legal and fiduciary responsibilities;
10.2.7 Keep adequately informed about current and future trends in relevant global and local recreational, volunteerism, and other issues, actively gathering information;
10.2.8 Act as their Districts' representatives; and
10.2.9 Ensure the implementation of all resolutions approved by the Members.
10.3 The Board of Directors will consist of one District Representative from each of 12 to 15 Districts.
10.4 Directors’ Duties are:
The President is responsible for the general management of the EFCL.
The President will, inter alia:
- Preside at all General and Board meetings;
- Be an ex-officio member of all committees, except the Nominating Committee;
- Be charged with the general supervision of all the activities of the EFCL; and
- Act as a signing authority for the EFCL.
10.4.2 Vice President, Internal
The Vice President Internal is responsible for the EFCL’s relationships with Members and may assist with interrelationship among the members.
The Vice President Internal will, inter alia:
- Act in the absence of the President;
- Act as a signing authority for the EFCL;
- Will act, in the case of a vacancy, as the liaison between the Board and the District Members until the District Representative is elected or appointed by the Board.
10.4.3 Vice President, External
The Vice President External is responsible for the external relationships of the organization.
The Vice President External will, inter alia:
- Act in the absence of the President and Vice-President Internal;
- Act as a signing authority for the EFCL; and
- Act as a liaison between the EFCL and other community and civic organizations.
The Treasurer is responsible for the finances and financial well-being of the EFCL.
The Treasurer will, inter alia:
- Give regular reports to the Board and the Members on the financial state of the EFCL;
- Keep financial reports;
- Act as signing authority for the EFCL;
- Be responsible for the preparation of the annual budget of the EFCL;
- Be responsible for the preparation of annual financial statements for presentation at the Annual General Meeting; and
- Be responsible for the receipting and depositing of all monies.
Directors responsible for specific portfolios may, from time to time, be selected from the remaining members of the Board, as may be deemed necessary to conduct the EFCL’s business.
10.5 Subject to Articles 11.5 and 12.2, each Director appointed to these committees shall serve for a term of one year, commencing at either the time of the formation of the Committee or at the meeting following the Annual General Meeting, until the next Annual General Meeting, and may serve a maximum of three terms in any one position.
10.6 If by reason of disqualification, death, resignation, or retirement of any Director, the remaining Directors, if they constitute a quorum, will be entitled to exercise all of the powers of the Directors.
10.7 Any Director or Officer may be removed from office as set out in Article 13 herein.
10.8 A vacancy in the Board of Directors may be filled on an interim basis by the Board, upon the recommendation of the Nominating Committee, and the appointee will be elected or ratified at the next legally constituted District Meeting of the District Members in which the vacancy has occurred.
Article 11 District Elections and Terms of Office
11.1 To be eligible to serve as a District Representative, the nominee must hold a valid Community League membership with a District Member, consent to his or her nomination, and:
- be nominated by a District Member, or;
- be nominated by an individual Community League member in the District, or;
- be nominated by the Nominating Committee provided that such nomination is ratified by the Community League in which the nominee holds membership.
In addition, the nominee must meet the EFCL’s policy on security clearances.
11.2 District Representatives will be elected by the members of each District present at the Annual General Meeting, Regular General Meeting, or a District Meeting. A minimum of 1/3 of the district members must be present to select a District Director.
11.3 The nominee receiving the greatest number of votes cast by the District Members will be elected as the District Representative (and hence a Director) and will be eligible to serve as an Officer of the EFCL.
11.4 Each Director is elected for a term of two years, to a maximum of three consecutive terms. That particular Director may, if so desired, stand for election again after a two-year hiatus from the Board of Directors.
Article 12 Election of Officers
12.1 The Officers of the EFCL will be the President, the Vice President Internal, the Vice President External and the Treasurer, each of whom will be elected by the Board at the Board of Directors meeting following the Annual General Meeting.
12.2 Each Officer will be elected for a term of one year, to a maximum of three terms in any one position.
12.3 A representative of the City's Community Services Department, invited to that meeting for that purpose, will chair the election of the Officers.
12.4 An Officer must resign if they cease to be a District Representative.
Article 13 Termination
13.1 By Special Resolution, membership in the EFCL may be suspended or terminated for conduct harmful to the EFCL, its By-laws, purposes, or conduct contrary to the Code of Ethics provided such Member is given the opportunity to have a proper hearing. Such a resolution will be brought before a Special General Meeting.
13.2 By Special Resolution, the District Representative may be suspended or terminated from the Board of Directors for conduct harmful to the EFCL, its purposes, provided such District Representative is given the opportunity to have a proper hearing. Only the District Members in which that District Representative serves may remove the District Representative through a vote of the said Members. Such a resolution will be brought before a Special District Meeting.
13.3 In the event that the Board of Directors deems it necessary to suspend or terminate a Director, the Vice President Internal must convene a Special District Meeting with the District Members for that purpose. Only the District Members in which that District Representative serves may remove the District Representative as per article 13.2.
13.4 By Special Resolution of the Board, an Officer may be suspended or terminated as an Officer for conduct harmful to the EFCL, its purposes, provided such Officer is given the opportunity to have a proper hearing. Such a resolution will be brought before a Special Board Meeting.
13.5 If the Members wish the removal of an Officer, a Special Board Meeting for the removal of an Officer must be called upon receipt, by the Board of Directors, of a written request for such meeting signed by 10 per cent of the Accredited Representatives of the Members. The President must notify the Board of Directors and the Membership of the date and location of the Special Board Meeting within 14 days of the receipt of such written request. Any call for a Special Board Meeting must include specific reference to the intention to place such special termination of the Officer before a Special Board Meeting. Only the Board of Directors will be entitled to vote for the removal of the Officer at such Special Board Meeting.
13.6 The decision of the Members, District Members or Board regarding the removal of a Member, District Representative or Officer, as the case may be, is final.
Article 14 Committees
14.1 The Members or the Board of Directors may, from time to time, create such committees, as they may be deemed necessary, to conduct the EFCL’s business. Such committees will carry out their assigned functions and otherwise comply with the resolutions passed by the Board of Directors and/or the Membership. All committees are accountable to the Board of Directors and the Members at a General Meeting and terminate according to their respective terms of reference.
14.2 The Executive Committee will consist of the President, the Vice President Internal, the Vice President External and the Treasurer. The Executive Committee's authority is limited to:
14.2.1 Acting only in situations which cannot wait until the next Board meeting and such decisions must be ratified at the next Board of Directors meeting;
14.2.2 Recruiting, supervising, monitoring or releasing the Executive Director;
14.2.3 Recommending administration policy to the Board of Directors; and
14.2.4 Reviewing and recommending revisions to the By-laws.
14.3 The Nominating Committee will be responsible for overseeing the District elections.
Article 15 Remuneration
15.1 No Director, Officer, or committee member will receive any remuneration for services.
15.2 A Director or Officer may receive reimbursements for expenses, upon presentation of receipts, incurred as a result of performing the EFCL's objectives.
Article 16 Administration
16.1 The use and care of the seal of the EFCL will be the responsibility of the President. It will be kept at the EFCL office and used only when authorized by a resolution of the Board of Directors. It will be affixed to documents and instruments when required by law or convention.
16.2 The Board of Directors will cause such records to be kept by the EFCL as may, from time to time, be determined by the Board of Directors and as may be required by the provisions of the Societies Act.
16.2.1 The Executive Director will be responsible for the recording, distribution, and care of the minutes and other records of the EFCL.
16.3 The records of the EFCL will be open to inspection by any Director or any Accredited Representative of a Member during the regular business hours of the EFCL.
16.4 The EFCL has the authority to hire such staff as is required to carry out its objectives.
16.5 At least one member of the EFCL staff must be at all General, and Board, and may be at District meetings, as required, of the EFCL for the purpose of recording the proceedings.
16.6 The Executive Director’s function will be to implement procedures that meet the policy directives of the Board.
Article 17 Financial Procedures
17.1 The fiscal year of the EFCL will be January 1 to December 31.
17.2 The accounts of the EFCL, or of any Committee, will be open to inspection by any Member, the Board of Directors, or by any other government agency.
17.3 A qualified accountant who is not an Accredited Representative or a member of the Board will audit the financial statements of the EFCL at the end of each fiscal year, and such auditor(s) will be appointed by the Membership at a General Meeting. This appointment may be for one or more years.
17.4 The Board of Directors may open one or more accounts, designate signing authorities in accordance with the provisions of these By-laws and generally execute all documents connected with the transaction of the EFCL’s business with its Chartered Bank, Trust Company, Treasury Branch or Credit Union. The Board of Directors may authorize committees to open auxiliary bank accounts under the master accounts of the EFCL and authorize signing authorities.
17.5 For the purpose of carrying out its objectives, the EFCL may draw, make, accept, endorse, discount, execute and issue cheques, promissory notes and bills of exchange but only to the extent authorized by resolution of the Membership.
17.6 The annual budget of the EFCL will be submitted by the Board of Directors for approval at the Regular General Meeting and will be circulated to the Members with the notice of such Regular General Meeting in January or February, and will be circulated to the Members with the notice of such Regular General Meeting. No total expenditure exceeding three percent (3%) of the budget, and not authorized in the budget, will be made without approval of the Members.
17.7 The EFCL upon adoption of a Special Resolution only may borrow monies or raise or secure the payment of money or issue debentures, or sell or dispose of any property of the EFCL.
17.8 All Committees of the EFCL will be financially accountable to the Board of Directors.
Article 18 Amending the By-laws
18.1 These By-laws may be cancelled, altered or added to by a Special Resolution at any Annual General, Regular General or Special General Meeting of the EFCL.
18.2 The 21 days notice of the Annual General, Regular General or Special General Meeting of the EFCL at which it is proposed to amend the By-laws must include details of the proposed amendment to the By-laws.
18.3 The amended By-laws take effect after approval of the Special Resolution at the Annual General Meeting, Regular General, or Special General Meeting and filing of such amendment with the Corporate Registry of Alberta.
Article 19 Parliamentary Authority
19.1 The rules contained in "Robert's Rules of Order", in its most current edition, will govern the proceedings at all meetings and in all cases where they are applicable, provided that they are not inconsistent with these By-laws or the requirements of the Societies Act.
Article 20 Dissolution
20.1 Upon dissolution of the EFCL, all real property, fixtures and liquid assets remaining after the payment of any debts, will be liquidated and the proceeds split equally among those Members of the EFCL remaining at the time of dissolution.
20.2 Dissolution may only be effected by Special Resolution.
REVIEW: Code of Ethics