• The Mission
• The Objects
• The Bylaws
• The Board of Directors

The Bylaws

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1. Name of the Association

The Association shall be known as Alberta Home Care & Support Association; here and after referred to as AHCSA. This document is the general bylaws of AHCSA. These bylaws regulate the transaction of business and affairs of AHCSA.

2. Membership

2.1. Categories of Membership:

2.1.1. The categories for membership in the association shall be established by the Board of Directors and reviewed as required by members at a general meeting.

2.1.2. Based on the established categories, potential members must submit a complete application along with the appropriate fee to the Board of Directors.

2.2. Fees:

2.2.1. The membership year of the Association is January 1st to December 31st.

2.2.2. Membership fees are payable and due prior to the commencement of the membership year for renewing members.

2.2.3. There shall be no pro-rating of or refunding of fees for the current membership year.

2.2.4. Membership fees shall be reviewed and determined annually by the Board of Directors based on the activities and associated costs of the association.

2.2.5. Any member who has paid fees for the present membership year shall be considered a current member.

2.3. Termination/Suspension of Membership:

2.3.1. Any member, upon a majority vote of all members of the Board of Directors may be expelled from membership for any cause which the Board of Directors may deem reasonable.

2.3.2. Members may cancel their membership by advising the Board of Directors in writing of their intent at any time during the membership year; or by not renewing their membership for the next membership year.

2.3.3. If any member is in arrears for fees for any year, such member shall be automatically suspended at the expiration of thirty days from the end of such year and shall thereafter be entitled to no membership privileges or powers in the association until reinstated.

2.3.4. Upon cancellation or failure to renew their membership under clause 2.3.2, members forfeit any rights or privileges of membership.

2.4. Rights and Obligations of Members:

2.4.1. Members of the AHCSA have the responsibility to actively participate in the activities of the Association.

2.4.2. Each membership paid is entitled to one vote.

2.4.3. Members must identify to the association who their primary contact is for voting purposes.

2.4.4. The primary contact person for the member agency may designate an alternate for the purposes of participating in the activities of the association.

2.4.5. Proxy votes will be allowed by the association provided that:

2.4.5.1. The proxy is in writing, clearly stating the name of the holder of the proxy.

2.4.5.2. The proxy is held by another association member in good standing.

2.4.5.3. The proxy must be given to the Secretary before the commencement of the meeting.

2.4.5.4. The proxy is invalid if the above conditions are not met.

2.5. Member Liability:

No member of the Association is liable for a debt or liability of the Association.

3. Status:

Alberta Home Care and Support Association is a non-profit organization incorporated under the Societies Act.

4. Annual General Meeting:

4.1. An annual general meeting shall be held each fiscal year within six (6) months of the fiscal year end and at a time specified by the Board of Directors.

4.2. The agenda for the Annual General Meeting shall be distributed to members by way of post or electronically no less than twenty-one (21) days prior to the meeting.

4.3. Members shall have opportunity to request additional agenda items up to ten (10) business days prior to the meeting.

4.4. The Board of Directors shall be elected at the annual general meeting. Any voting member shall be eligible to hold any office in the association. The directors so elected shall form a Board of Directors, and shall serve until their successors are elected and installed.

4.5. Any vacancy occurring during the year shall be officially filled at the next Annual General Meeting, provided it is so stated in the notice calling such meeting.

5. Special General Meetings:

5.1. A special general meeting may be called by the President upon receipt of a petition signed by one-third (1/3) of the voting members or a quorum of the Board of Directors, setting forth the reasons for calling such meeting.

5.2. Items requiring special resolution include changing the objects, amending the by-laws, and surrendering the certificate of incorporation.

6. Regular Association Regional Meetings:

6.1. Regular Association Regional meetings are to be scheduled no less than twice per year by the district representative to the Board of Directors.

6.2. The Association Regional Representative is responsible to provide district members with two weeks written or electronic notice of the regular district meeting including an agenda and opportunity to request additions to the agenda.

7. Notice of Annual General Meeting or Special General Meeting:

Notice in writing of an annual or special general meeting shall be mailed or sent electronically twenty one (21) days in advance to the last known address of each current member.

8. Quorum:

8.1. Board of Directors' Meeting:

8.1.1. A majority of the Directors of the Board shall constitute a quorum for the purpose of a meeting of the Board of Directors.

8.2. General or Special General Meeting:

8.2.1. Ten (10) current members shall constitute a quorum at any annual or special general meeting.

8.2.2. If within thirty (30) minutes of the appointed time of any meeting of the association, a quorum is not present, the meeting may stand adjourned for thirty (30) minutes or until such time as the presiding officer may direct, or the meeting may be cancelled.

8.2.3. If on reconvening a quorum is not present, the directors / voting members in attendance may deal with the business before the meeting, but the decisions reached at such a meeting shall be subject to ratification at a subsequent meeting or at a reconvening of the meeting in question if the presiding officer elects to adjourn that meeting to a specified time and place.

9. Voting:

9.1. General Membership Voting

9.1.1. All votes, other than those governed by special resolution shall be passed by simple majority of members present and voting at the meeting, provided the quorum for the meeting has been achieved.

9.1.2. When an item of business requires a special resolution, there must be a majority of 75% of the votes cast at the meeting.

9.1.3. Items requiring special resolution include changing the objects, amending the by-laws, and surrendering the certificate of incorporation.

9.1.4. The President shall decide the method of voting

9.2. Board of Directors Voting:

9 .2.1. Business of the association, other than that of a special resolution, shall be voted upon by the majority of the Board of Directors.

9.3. Voting by the President:

9.3.1. The President refrains from voting except in the case of a tie, in which case the President casts the tie breaking vote.

10. Financial Records

10.1. Borrowing Powers:

10.1.1. The association shall not be entitled to borrow money.

10.2. Financial Control:

10.2.1. The Board of Directors shall establish and approve with the treasurer an annual budget.

10.2.2. Cheques for the disbursement of funds shall require the signature of two (2) of the following: President; Secretary; or Treasurer.

10.2.3. The Board of Directors shall define in policy the maximum amount of funds that may be committed by an individual of the Board of Directors without pre-approval in the annual budget.

10.3. Audit:

10.3.1. The fiscal year of the association shall be the calendar year January 1 to December 31.

10.3.2. The books, accounts and records of the Association shall be audited at minimum of once each fiscal year by a duly qualified accountant or two members of the association selected for that purpose by the Board of Directors. These two members must not sit on the Board of Directors.

10.3.3. A complete and proper audited financial statement shall be presented at the Annual General Meeting.

10.4. Inspection of Records:

10.4.1. The books and records of the association may be inspected by any current member at the annual general 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 same. Each member of the Board of Directors shall at all times have access to such books and records.

11. Remuneration:

11.1. Unless authorized at any special meeting and after notice of same shall have been given, no officer or member of the Board of Directors shall receive remuneration for his or her services.

11.2. Directors shall serve as such without remuneration and no director shall directly or indirectly receive any profits from his position as such, provided that a director may be paid reasonable expenses incurred by him or her in the performance of duties.

12. Seal:

The secretary or designate shall have charge of the Seal of the association which Seal whenever used shall be authenticated by the signature of the Secretary and the President, or in case of the death or inability of either to act, by the Vice President.

13. Amendments to Bylaws:

The By-laws may be rescinded, altered or added to by a "Special Resolution" passed by a 75% majority of the votes at any duly constituted general or special meeting.

14. Board of Directors:

14.1. The affairs of the Association shall be managed by a Board of Directors each of whom, at the time of election and throughout the term of office, shall be a voting member of the Association.

14.2. Board of Directors, Executive Committee, or Board shall mean the " Board of Directors of the Association. "

14.3. The Board of Directors 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 association.

14.4. Composition:

The Board of Directors shall consist of the following Directors:

• One Region Representative from each Alberta Health Region
• Two (2) Members at large

And the following Officers:

• One (1) President
• One (1) Vice-President
• One (1) Treasurer
• One (1) Secretary
• One (1) Past President

14.5. The Board of Directors shall be widely representative of the members and the officers shall compose the executive committee.

14.6. The Board of Directors, from time to time, will authorize ad-hoc committees to address designated areas of Board business.

14.7. Term of Office

14.7.1. Each officer shall be elected for a one (1) year term that shall be renewable for two (2) additional terms of one (1) year with the exception of the immediate past president who shall serve for a minimum of one (1) year or the period of time required to fulfill the office.

14.7.2. Each director shall be elected for a two (2) year term that shall be renewable for one (1) additional two (2) year term.

14.8. Vacancies created by resignation or termination of any officer or director shall be filled by majority vote of the Board of Directors until the next Annual General Meeting or Special General Meeting.

14.9. Vacated positions filled for an interim period by the Board of Directors shall be opened for nomination and election at the next Annual General or Special General Meeting of the members of the Association.

14.10. Removal: Any director or officer may be removed from office for any cause which the association may deem reasonable, by majority vote of all Board of Directors members of the Association at a Special Board meeting for which notice in writing is provided to the Board of Directors including the Director to be removed.

14.11. Meetings of the Board of Directors:

14.11.1. Meetings of the Board of Directors shall be held as often as may be required but at least once every three months, and shall be called by the President.

14.11.2. Meetings of the Board of Directors shall be called providing a minimum of ten (10) business days notice.

14.11.3. Special Board Meetings: A special Board of Directors meeting may be called on the instruction of any two members thereof, provided they make a written request to the President to call such meeting, and state the business to be brought before the special meeting. Special Board meetings may be called with ten (10) business days written notice.

14.11.4. Meetings of the Board of Directors may be called without notice if a quorum of the Board of Directors is present. Any business transactions at such meeting shall be ratified at the next regular meeting of the Board of Directors; otherwise they shall be null and void.

15. Duties of Officers and Directors:

All Directors and Officers are required to serve on Board Committees as directed by the Board of Directors. All Board Directors and Officers will have detailed terms of reference for their positions in written Policy.

15.1. President

15.1.1. The President shall preside at all Special General and Annual General Meetings of the Association and of the Board of Directors. The president shall be a member, ex officio, of all committees.

15.1.2. The President is responsible for the overall direction of the Board of Directors and is the main spokesperson for the Association.

15.2. Vice President

15.2.1. In the absence of the President, the Vice-President shall preside at meetings outlined in 14.11 and shall assume all responsibilities of the President. In the absence of both, a chairperson may be elected by the members present at the meeting to preside there at.

15.2.2. The Vice President shall fulfill the duties of the President in the absence or inability of the President to act.

15.3. Secretary

15.3.1. It shall be the duty of the Secretary to attend all Annual General and Special General Meetings of the Association and of the Board of Directors, and to keep accurate minutes of the same.

15.3.2. The Secretary or designate shall:

• Keep the registry of the members of the Association.
• Prepare and send notices of meetings;
• Keep and preserve the correspondence, contracts and other important records of the Association;
• File the Annual Return, changes in the Directors of the Association, amendments in the by-laws and other incorporating documents with the Corporate Registry.
• Have charge of the Seal of the association.

In the absence of the Secretary, these duties shall be discharged by such officer as may be appointed by the Board of Directors.

15.4. Treasurer

15.4.1. The Treasurer or designate shall receive all monies paid to the Association and shall be responsible for the deposit of same in whatever financial institution the Board of Directors may order.

15.4.2. The Treasurer shall properly account for the funds of the Association and keep such books as may be directed, shall present a full detailed account of receipts and disbursement to the Board of Directors whenever required and shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the Association and submit a copy of same to the Secretary for the records of the Association.

15.5. Past President

15.5.1. One position on the Board of Directors will be reserved for the Past President and is filled upon the retirement of the immediate President. There is no distinction between the Past President and other Board of Directors members.

15.5.2. The Past President shall act as a member of the Board of Directors any designated Ad Hoc Committees and perform such other duties as determined by the Board of Directors.

15.5.3. The Past President has voting rights.

15.6. Region Representative

15.6.1. The Association Regional Representative is responsible to attend all Annual General, Special General and Board of Directors meetings as the representative for the members of their region.

15.6.2. The Association Regional Representative is responsible to call and conduct a minimum of two regional meetings per year as per Board policy.

15.7. Members at Large

The Members at Large are responsible to attend all Annual General, Special General and Board of Directors meetings as called.

16. Dissolution

In the event of dissolution or winding-up of the Association, all its remaining assets, after payment of its liabilities, shall be distributed to a charity selected by the Executive Committee.

17. Rules of Order

Unless otherwise specified in the By-laws of the Association or any regulations adopted by the Board of Directors, meetings shall be conducted in accordance with Robert's Rules of Order.