Special Resolution
I hereby certify that the following Special Resolutions at a general meeting of the members of the Canadian Romanian Society of Alberta on March 29, 2015.
The by-laws were changed as follows:
They were replaced by the attached by-laws.
Date: November 23, 2015
Title: President
The Canadian Romanian Society Of Alberta BY-LAWS
A yearly meeting of the members
The official examination of the Society and its records
Any individual(s) authorized to examine and verify accounts
The Rules and regulations of the Society
The Board of Directors, Executive or Board, shall mean the President, Vice President, Secretary, Treasurer and Directors (3) of the Society. The President shall be the Chairman of the Board
In addition to the Officers of the Board, there shall be three (3) individual members elected at the Annual General Meeting who shall sit on the Board of Directors and assist in the management of the affairs of the Society
A meeting other than an Annual General Meeting called to deal áwith the Constitution or by-Laws
William J. Yurko is appointed as Honorary President in recognition of his position held at the time of incorporation of the Society
A debt of the Society
The President, Vice-President, Secretary and Treasurer of the Society
A decision passed by a majority of the members voting favorably on a motion made
The address where the Society receives its mail and deliveries
A meeting called to deal with special business between Annual general Meetings
The decision required to change the constitution or By-Laws at a General Meeting
2.1 Any person residing in Canada, and being of the full age of 18 years, may become a member of the Society upon payment of the lifetime membership fee.
2.2 Any person not residing in Canada may become a non-voting member of the Society upon payment of the lifetime membership fee
2.3 Any person residing in Canada and being under the age of 18 years may become a non-voting member of the Society upon payment of one-half of the lifetime membership fee. Any person who was under the age of 18 years and a member in good standing at the time which these By-Laws were adopted shall continue to have all privileges of a member of the Society including voting privileges
2.4 The founding members of the Society shall automatically be lifetime members without payment of any membership fee
2.5 The lifetime membership fee shall be determined, from time to time, by the members at the Annual General Meeting
2.6 Any member wishing to withdraw from membership may do so upon notice, in writing, to the Board through its Secretary
2.7 Any member, upon a two-thirds vote by all members present at an Annual General Meeting of the Society, may be expelled from membership for any cause which the Society may deem reasonable
2.8 Refusal of a membership may be made by the Board
2.9 Refusal of a membership by the Board may be appealed to the members of the Society at the Annual general Meeting
2.10 Should a member or a group act in a manner contrary to the aims and objectives of the Society, the Board will have the right to act as a disciplinary committee and take any action it may deem necessary, including temporary suspension of membership and temporary loss of membership privileges subject to ratification at the Annual General Meeting
3.1 Any member who is at least 18 years of age, who has ánot withdrawn from membership, nor has been suspended or expelled, shall have the right to vote at any meeting of the Society.
3.2 All voting at an Annual General Meeting, Special or General Meeting may be by secret ballot, or by a show of hands, to be at the discretion of the majority of the members present, However, all elections shall be by secret ballot
3.3 The Chairman shall only vote to break a tie
The Society shall hold an Annual General Meeting on or before March 31st of each year, of which notice in writing to the last known address of each member shall be delivered in the mail fourteen (14) days prior to the date of such meeting. At this meeting there shall be elected a President, vice-President, Secretary, Treasurer and three (3) Directors who shall form a Board and shall serve until their successors are elected and installed. In addition, two (2) Auditors shall be elected. One (1) member of the Society áshall be elected to represent the Society, along with the President and Vice-President, as members of the Management Board of the Italian-Romanian Seniors Housing Association. Any vacancy occurring during the year shall be filled at the next Annual General 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.
General Meetings of the Society may be called at any time by the Secretary upon instructions of the President or Board, by notice, in writing to the last known address of each member, delivered in the mail eight (8) days prior to the date of such meeting.
(1) The Board of Directors may, at their discretion, call a Special or General Meeting, by setting forth the reasons for calling such meeting by letter, to the last known address of each member, delivered in the mail fourteen (14) days prior to the meeting.
(2) The President, upon receipt of a petition signed by one-third (1/3) of the members in good standing, shall call a Special or General Meeting, setting forth the reasons for calling such meeting, by letter, to the last known address of each member, delivered in the mail fourteen (14) days prior to the meeting.
(3) A Special or General Meeting shall have not less than one-third (1/3) of the voting members of the total Society present to constitute a quorum.
(1) Seven (7) voting members, in good standing, shall constitute a quorum at any General Meeting
(2) Five (5) members of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors
Any member of the Society may attend a Board meeting upon request and approval by the President
i. Persons entitled to hold office on the Board of the Society shall be members in good standing, at least 18 years of age and have been a member in good standing for a period of one (1) year immediately prior to the date of the election
ii. The Board of Directors, elected each year, shall consist of the following positions:
(1) President
(2) Vice-President
(3) Secretary
(4) Treasurer
(5) Directors (5)
iii. Two (2) Auditors shall be elected each year.
iv. Prior to completion of their term as President of the Society, the President shall act as Chairman of a Nomination Committee for member of the Board of Directors for the following term.
v. Nominations for the Board of Directors shall take place at the Annual General Meeting and all nominees must be present, or if they are not present at the meeting, consent in writing, to act as a member of the Board must be given before the appointment or election.
vi. One (1) Board member, living in the Boian area, must be elected to the Board of Directors of the Canadian Romanian Society of Alberta at the AGM.
vii. The term of office of each member of the Board of Directors and Auditors shall be appointed for two (2) consecutive year term, or until their successors are appointed. The appointment commences at the Annual General Meeting. One-half (1/2) of the Directors are appointed each year.
viii. The term of office for each President shall not exceed two (2) consecutive years. Elected positions, other than the President, may hold consecutive terms of office.
ix. Any Board member who is absent for three (3) consecutive Board meetings, without just cause, may be dismissed by the Board.
x. Any member of the Board of Directors may be removed from office upon a majority vote byall members present at a Special or General Meeting called for this purpose and properly pursuant to Section 4.03 of these By-Laws.
6.1 The Board shall, subject to the By-laws of directions given by the majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Society
6.2 Meetings of the Board shall be held as often as may be required, but at least once every three (3) months and shall be called by the President
6.3 A special meeting of the Board may be called on the instructions of any two (2) members of the Board, provided they request the President, in writing, to call such meeting and state business to be brought before the meeting
6.4 Meetings of the Board shall be called by ten (10) days notice, in writing, mailed to each member of the Board or by three (3) days notice by telephone, fax or electronic mail
6.5 Any five (5) members of the Board shall constitute a quorum and meetings shallá be held without notice if a quorum of the Board is present, provide, however, that any business transaction at such meetings shall be ratified at the next regularly call meeting of the Board; otherwise, they shall be null and void
6.6 The President, subject to the authority of the Board, shall have general supervision of the Society. The President shall be ex-officio a member of all committees. He or she shall, when present, preside over all meetings of the Society and of the Board
6.7 The Vice-President shall assume the duties of the President in his or her absence
6.8 The Secretary shall attend all meetings of the Society and of the Board and shall keep accurate minutes. of all such meetings, officially signed by the President and Secretary. In the case of the absence of the Secretary, such duties shall be discharged by such officer as may be appointed by the Board
6.9 The Secretary shall have charge of all correspondence of the Society and be under the direction of the President and the Board
6.10 The Treasurer shall receive all monies paid to the Society and shall be responsible for the deposit of same in an approved financial institution
6.11 The Treasurer shall keep proper accounting records and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of funds of the Society. He or she shall present a detailed account of receipts. and disbursements to the Board whenever requested and shall prepare duly audited year-end financial’ statements for the Annual General Meeting
6.12 The Treasurer shall at all times make available all accounts and books for inspection by the President, the Board and any authorized Auditor or authorized person
6.13 A total of five (5) Directors shall be elected each year. Each Director shall assist the Board as directed and each shall act as Chairperson of at least one of the following committee, however, the number of committees shall not be restricted to the following.
(1) History
(2) Boian Museum
(3) Membership
(4) Fundraising and Casino
(5) Cultural Events and Social Media
6.14 The board of Directors shall comply with Key Principles. The seven key Principles, advocate as the roots of socially responsible behavior, are:
(1) Accountability
(2) Transparency
(3) Ethical behavior
(4) Respect for stakeholders interests
(5) Respect for the rule of law
(6) Respect for international norms of behavior
(7) Respect for human rights
7.01 Deeds, transfers, assignments, contracts, obligations, certificates, negotiable á instruments and other documents shall be signed on behalf of the Society by any two (2) persons holding the office of President, Vice-President, Treasurer or Secretary
8.1 Two (2) members of the Society shall be elected at the Annual General Meeting each year for the purpose of auditing the books, accounts and records of the Society
8.2 The fiscal year-end of the Society shall be December 31st.
8.3 A complete and proper statement of the standing of the books for the previous year shall be submitted by the Auditors at the Annual General Meeting
8.4 Auditors shall be permitted to attend all Board Meetings; but shall not be permitted to vote at such meetings
8.5 The books and records of the Society may be inspected by any member of the Society at the Annual General Meeting or at any time 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 times have access to such books and records
9.1 Each year, the Treasurer and committee Chairpersons shall present an Annual Operating Budget, subject to the approval of the Board, which shall be voted upon by the members at the Annual General Meeting
9.2 Any propose General expenditures shall require approval of the membership at a General, Special or General Meeting
10.1 For the purpose of meeting its objectives, the Society may borrow money in such a manner as it see fit. This power shall be exercised only under the authority of the Society and in no case, without the sanction of a resolution at an Annual general Meeting or Special General Meeting of the Society
11.1 Unless authorized at any meeting of the Board and subject to ratification at the Annual General Meeting, no officer or member of the Society shall receive any remuneration for his or her services
11.2 The Board will have the power to determine remuneration for any expenses incurred by anyone pertaining to the Society
12.1 The By-Laws may be rescinded, altered or added to by a Special Resolution at a General Meeting
13.1 In the event that the Canadian Romanian Society of Alberta becomes defunct or dissolves, all assets, i.e. monies, land, buildings and contents shall go to a charitable organization or religious group in the community or to the local municipality.
1.01 The name of the Society shall be the Canadian Romanian Society of Alberta (the Society).
2.1 To preserve, foster and promote Romanian culture, language, heritage, history and genealogy
2.2 To collect, restore, preserve and display artifacts, historical objects, buildings, literature and such other things as they may relate or are an integral part of the pioneering history of settlers of Romanian origin who settled in Canada and primarily in the territory that became the Province of Alberta.
2.3 To provide and maintain a museum for the general public to display artifacts and such other things as they may relate to Romanian pioneers and Romanian culture.
2.4 To honor and recognize the accomplishments of Albertans of Romanian origin and their offspring.
2.5 To promote and conduct events which give recognition to Romanian culture and tradition.
2.6 To promote and conduct events which give recognition to the culture and customs of the Romanian pioneers who settled in Alberta.
2.7 To promote the well-being of Canadian residents of Romanian descent residing in the Province of Alberta.
3.1 The Society is an autonomous and independent organization, having the right to legislate, administer and conduct its own affairs through its Directors and Officers duly elected by the members of the Society.
3.2 The Society shall function as a not-for-profit organization.
4.1 The constitution and By-laws govern the administrative authority of The Society mid its committees and auxiliary organizations.
4.2 All official meetings shall be conducted in the English language, with interpretation or translation if required in Romanian.
5.1 The Society, committees and auxiliary organizations may own and acquire property, generate funds, accept donations, subsidies and grants and make donations of property and/or funds.
5.2 The Society holds title or leasehold to property and chattels located at the Boian Museum in the Province of Alberta.
6.01 The Constitution and By-laws of the Society may be amended or altered by Special Resolution passed by a vote of seventy-five percent (75%) of the members of the Society being in attendance at a General Meeting. Notice of such General Meeting shall be not less than fourteen (14) days, including two (2) Sundays, prior notice signed by the President and Secretary or the President and Treasurer, sent to all members of the Society specifying the intention to propose the Special Resolutions.