Bylaws

The Solar Energy Society of Alberta Inc. (hereinafter SESA) operates as a non-profit society incorporated under the laws of the province of Alberta.

SOLAR ENERGY SOCIETY OF ALBERTA BY-LAWS.

1. NAME:

The name of this organization shall be: Solar Energy Society of Alberta Inc.

2. RELATIONSHIP to SESCI

As a chapter, SESA endorses the objectives of the national organization, the Solar & Sustainable Energy Society of Canada Incorporated (hereinafter SESCI) and with appropriate modification and addition, adopts them as its own.

3. OBJECTIVES:

Consistent with the foregoing, the objectives of SESA shall be as follows:

(i) To provide the general public and our membership with information related to renewable energy, conservation and sustainability,

(ii) To be an independent public resource of information to the various government sectors involved in related technologies concerned with energy utilization,

(iii) To sponsor educational programs,

(iv) To facilitate the exchange of topical information through lectures, seminars and similar means,

(v) To create awareness among Albertans and members of government of the unique position solar energy has in reducing our province’s dependence on non-renewable energy,

(vi) To enhance the quality of life in Alberta by promoting innovative concepts and improvements in the application of solar energy,

(vii) To promote conservation of energy techniques and the role of solar energy in mitigating the effects of climate change.

4. SESCI:

(a) SESA recognizes SESCI as its parent organization and shall maintain its ties of affiliation through regular communication and various forms of support to enhance the position of SESCI as a voice truly representative of a national organization.

(b) The responsibility for agreements, expenses, debts, liabilities or statements made by SESA is neither endorsed nor authorized nor initiated by SESCI and shall remain with SESA and shall not be considered to rest with SESCI.

5. FUNDS:

For the purpose of carrying out its objectives, the board of Directors of SESA may raise funds in any manner it sees fit, with the exception of the issuing of debentures for which the membership shall vote in a Special Resolution.

6. MEMBERSHIP:

(i) Membership in SESA shall be open to anyone wishing to further the objectives of SESA.

(ii) Business Membership shall be open to any organization deemed to represent the objectives of SESA.

(iii) Business membership is non voting membership. (iv) Every member shall pay an annual chapter fee.

(v) Membership in SESA shall cease when a membership expires, or when the Secretary receives a written resignation, or when a majority of Board Members vote for expulsion.

(vi) A “member in good standing” is defined as one who maintains their membership fee, and adheres to all applicable bylaws.

7. OFFICERS:

The officers of the Board of Directors of SESA shall be as follows.

(i) Chair of the Board: The Chair of the Board shall be the chief officer of the Chapter presiding at all meetings and have the power to delegate duties not specified in these By-laws.

(ii) Past-Chair: The Past-Chair, an ex-officio office holder, shall advise the current Chair of the Board and Executive of the Board in the light of past experience as Chair and shall take office automatically upon stepping down from the position as Chair of the Board.

(iii) Vice-Chair of the Board: When the Chair of the Board is unable or unwilling to discharge any function of office the Vice-Chair of the Board shall assume that function. If at any meeting, neither Chair nor Vice-Chair of the Board is available, then another member shall be elected by a majority of the present Board members to preside in their absence.

(iv) Treasurer: (a) The Treasurer shall provide financial oversight to the activities of SESA. To oversee the procedures to receive all monies directed to SESA and to keep one or more bank accounts for this purpose and to keep records to show clearly what sums have been received, deposited and, if spent, for what purpose. Normal orderly procedures of book-keeping shall be observed. (b) The Treasurer is at all times under the direction of the Chair. The Treasurer shall keep ready the necessary documentation needed for auditing and present an audited statement of the financial position of SESA to the Annual General Meeting. (c) The Treasurer and Secretary shall work together to file the Annual Return with the Corporate Registry of Alberta and the Annual Return to the Gaming and Liquor Commission as outlined in SESA’s license. (d) The positions of Secretary and Treasurer may be combined in one person, if the Chairman so decides, subject to majority board approval.

The 4 positions above constitute the Executive of the Board. As such they have signing authority on SESA’s financial activity.

(v) Secretary: The Secretary shall be charged with keeping minutes of all meetings and conducting its correspondence in accord with the directives of the Board. The Secretary shall keep SESA's records and official documents. There shall be no official seal. The Treasurer and Secretary shall work together to file the Annual Return with the Corporate Registry of Alberta and the Annual Return to the Gaming and Liquor Commission as outlined in SESA’s license.

(vi) Member(s) at Large: Members at Large may be elected to carry out any specific function or to help with the work of the Executive as it develops.

8. BOARD of DIRECTORS:

(i) The officers listed in section 7 constitute the Board of Directors, which shall, subject to these Bylaws or any directions given to it by a majority vote of members at a meeting properly called and constituted, have full control and management of the affairs of SESA.

(ii) Any member of the Board of Directors must be a member in good standing of SESA.

(iii) Any member of the Board of Directors that fails to uphold the duties of the Board can be removed from office upon a majority vote of all Board members.

(iv) Duties of the board include regular attendance of Board meetings. Any absence must be announced to the Chair of the Board prior to any Board meeting. Failure to attend three board meetings within a one year period, constitutes a failure of the duty of attendance and Mandates a vote regarding the removal of the board member in violation. Any member of the Board of Directors who fails to perform this duty of attendance and offers insufficient reasons to support their absenteeism may be removed from office, as determined by a majority vote of the Board of Directors. The member in question maintains the right to participate in the vote and discussion regarding their dismissal.

(v) Each board member will serve for up to a 4-year term with a maximum 1-year extension if unanimously approved by a board vote. At the end of the first term, the board member must leave the board for two years after which they are eligible to be elected again for another 4 year term if both the board member and the board are willing to continue.

(vi) The terms of the board members shall be staggered so that every year up to 4 members shall retire and up to 4 new board members are recruited to replace them.

(vi) In extraordinary cases, new members of the board may be appointed by the board, subject to the majority approval of the board members to fill vacancies or as otherwise needed for the healthy functioning of the society. (a) Officers shall be elected or re-elected annually at the Annual General Meeting by a majority vote of the members present.

9. REIMBURSMENTS:

(i) Officers shall receive no payment for their services to SESA.

(ii) Reasonable expenses incurred in carrying out the functions of SESA shall be allowed by majority vote of the Board of Directors.

(iii) The recipient must abstain from voting.

10. MEETINGS:

(i) Board Meetings shall be called at least five times a year at the discretion of the Chairman. In practice meetings are held once a month.

(ii) The Annual General Meeting (AGM) shall be held around December of each calendar year, notice being mailed or emailed to the last known address of each society member for delivery at least eight days prior to the meeting.

(iii) The AGM is open to the general public.

(iv) Voting can only be done by members in good standing with SESA.

(v) At the AGM, the Officers shall report to the membership on their activities. The Treasurer shall present a written statement of SESA's finances, which shall have been audited by two other Board members elected for this purpose at the previous Board meeting.

(iv) Newly elected officers take up their duties at the conclusion of the AGM.

(v) A Special Meeting shall be called by the Chairman or Secretary if either receives a petition signed by a third of the membership in good standing setting out the reasons for such a meeting. Notice for Special Meetings shall be 21 (twenty-one) days.

(vi) Quorum for Board meetings shall be 51 % (fifty-one per cent). (a) Quorum for a General and Special Meetings shall be a quorum of the Board plus 6 (six) other members.

11. VOTING:

(i) Voting shall be by show of hands, unless, by such majority vote, the members present express a wish to vote by secret ballot.

(ii) There shall be no provision for proxy voting.

(iii) All members in good standing shall have the right to vote.

(iv) Members in arrears shall not vote.

12. RECORDS:

The books and records of SESA shall be available for inspection by members or duly constituted authority at the Annual General Meeting or at the address of the Secretary, given three working days' notice, or at the Chapter Office, if one is maintained, also given three working days' notice.

13. AMENDMENTS:

(i) These by-laws may be rescinded, amended or added to by Special Resolution at the Annual General Meeting or a Special Meeting.

(ii) Such resolution, if passed, shall be dated, verified and filed with the Corporate Registry of Alberta by the Chair or delegate.

14. DISSOLUTION:

SESA may dissolve itself by a two-thirds majority of the Board of Directors. Any assets become the property of SESCI.