ANSWERS BYLAWS 

 

BYLAW 1 - A Bylaw relating generally to the conduct of the affairs of Advocacy  Normalizing Sex Work Through Education and Resources Society (ANSWERS) BE IT ENACTED as a Bylaw of ANSWERS as follows: 

Preamble 

1. ANSWERS is incorporated under the Societies Act of Alberta and serves all of Alberta. 

2. Any words that are capitalized in the Bylaws, but aren’t specifically defined, have the same meanings as in the Act. 

3. All property of ANSWERS belongs to the corporation and not to the individual Members. 

 

Definitions 

4. In this Bylaw and all other Bylaws of ANSWERS, unless otherwise stated: 

    a. Act means the Societies Act of Alberta, including the Regulations made pursuant to the Act, and any statute or regulations that

        may be substituted, as amended from time to time; 

    b. AGM means an Annual General Meeting of Regular Voting Members; 

    c. Ally means any Person who: 

        i. knows a sex worker; or 

        ii. is interested in the sex work industry; and

        iii. who does not conflate sex work and human trafficking; and 

        iv. supports decriminalization and de-stigmatization of sex work. 

    d. ANSWERS is the acronym for Advocacy Normalizing Sex Work Through Education and Resources Society (ANSWERS). 

    e. Board means the Board of Directors of ANSWERS; 

    f.  Bylaw(s) means this bylaw and any other bylaw of ANSWERS as amended and which are, from time to time, in force and effect; 

    g. ED means an individual who may be appointed by the Board as the Executive Director of ANSWERS, and who is accountable 

        and responsible for the operations of ANSWERS;

    h. Chair means a Director appointed by the Board who is accountable and  responsible to oversee meeting conduct; 

    i.  Director means an individual duly elected or appointed as a member of the  Board, in accordance with the Act, Bylaws and

 

Policies and Procedures; 

    j.   Fiscal Year means the financial year of ANSWERS as determined by the Board  from time to time by Resolution; 

    k.  Meeting of Members includes an AGM or a Special Meeting of Members;  

    l.   Member means an individual falling into one of the membership categories  defined by ANSWERS in accordance with the Act,

         Articles of Incorporation and  applicable Bylaws, Policies and Procedures setting out the requirements for being  a Member; 

    m. Notice means the time and method of providing information to a Person as may  be more specifically set out in the Act or these

         Bylaws depending on context, and  can include by phone, email, personal service, regular mail or posting on the  ANSWERS

         website; 

    n.  Officer means an individual appointed as an Officer of ANSWERS in accordance  with the Act and applicable Bylaws, Policies

         and Procedures;  

    o.  Ordinary Resolution means a resolution passed by a majority of not less than  50% plus one of the votes cast on a motion made

         by a Director or Voting Member  as the case may be. In these Bylaws, any reference to Resolution is to an Ordinary  Resolution

         unless specifically stated otherwise; 

    p.  Person means an individual or corporation, organization, partnership, joint  venture, or other entity; 

    q.  Policies and Procedures means the documents published as approved by the  Board with respect to governance and oversight

         of ANSWERS; and by the ED or  designate with respect to the operations of ANSWERS; 

    r.   President means the Director elected by the Board to be the head of the Board,  the official spokesperson of the Board and the

         Board liaison to the ED; 

    s.  Regulations means any regulations made under the Act, as amended, restated or  in effect from time to time;  

    t.   Resolution means an approved and recorded result of a motion at a duly  constituted meeting of the Board, Board Committee or

         Voting Members as the  case may be;

    u.  Secretary means the Director elected by the Board to oversee corporate filings,  meeting minutes, custody & use of the

         corporate

         seal and elections, and which  duties may, by Board Resolution, be delegated or performed by any other Officer or individual;  

    v.  Sex Worker means an individual who receives payment of money or other  benefits for consensual and contractual sex work.  

    w. Special Meeting of Members means a meeting of Regular Voting Members for  specific stated purposes upon appropriate Notice

         pursuant to the Act; 

    x.  Special Resolution means a resolution defined in s. 1(d) of the Act; 

    y.  Treasurer means the Director elected by the Board to oversee long-term budget planning, accounting and audit reporting to the

         Board; to liaise with the ED on  presentation of monthly, quarterly and annual budgets; and to assist the Secretary with oversight

         of corporate filings; and 

    z.  Vice-President means the individual elected by the Board who is accountable and  responsible to fulfil the duties of President in

         the absence of the President. 

Categories of Membership 

 

5. There are four categories of Membership: 

    a. Regular Voting Member means any individual who: i. is over the age of 18; ii. is a  sex worker, retired sex worker, Ally or Director;          iii. completes a registration form; iv. is recorded on the ANSWERS register; and v. is entitled to one vote at any Meeting  of

             Members;  

    b. Honorary Member means any Person who: i. is over the age of 18 if an individual;  and ii. has contributed to the Purposes of

        ANSWERS in an extraordinary manner, as  determined by the ED, in accordance with Policies and Procedures, and who is not 

        entitled to vote at any Meeting of Members; 

    c. Non-Voting Regular Member means any individual who: i. is not entitled to vote at  any Meeting of Members; ii. is a sex worker,

        retired sex worker or Ally; iii. does not  feel comfortable providing personal information; iv. may be registered with ANSWERS 

        under any pseudonym they may prefer without providing any address; 

     d. Ally Member means any Person who: i. does not conflate sex work and human  trafficking; ii. supports the Purposes of

         ANSWERS; supports decriminalization and  de-stigmatization of sex work; and may not have previously worked as a sex worker. 

 

6. Each Member category has its own distinct privileges and responsibilities as may be  further established by Bylaws and Policies

    and Procedures. Any Member may withdraw  as a Member by providing written notice provided to the Registered Office.

 

7. Every Member of any category, has the responsibility to support the Purposes of  ANSWERS in order to continue as a Member.  

 

8. A Member may be removed as a Member for acting or speaking contrary to the Purposes  of ANSWERS, including on social media,

    in accordance with Bylaws, Policy and  Procedure. 

 

9. Only Regular Voting Members may attend Meetings, although Directors may, by  Ordinary Resolution, invite any other individuals to

    attend Meetings. Each Regular  Voting Member has one vote on any given motion. All Regular Voting members will  have their

    names, addresses and phone numbers recorded in the ANSWERS registry. 

 

10. The ED will report quarterly to the Board on Member registration and rescission. 

 

11. Any Member may have their membership rescinded for good reason in accordance with  the Bylaws, Policies and Procedures of

Non-Voting Regular Member 

 

12. Any person who is registered to participate or volunteer in any program, service,  activity, or function of ANSWERS is automatically

      considered to be a Non-Voting  Regular Member.  

13. A Non-Voting Regular Member is not entitled to Notice of meetings, nor do they have any voting rights. 

      Regular Voting Member 

14. Regular Voting Members of ANSWERS are entitled to Notice of, attendance at,  participation in and one vote each at any Meeting

      of Members.  

15. Regular Voting Members must be individuals over 18 years of age.

16. Directors and employees of ANSWERS are automatically

      Regular Voting Members. 

17. In case of any dispute about the qualification of any individual(s) to vote at any Meeting,  the dispute will be brought to the Chair of

      the applicable Meeting. With reference to the  Bylaws, Policy and Procedure, the Chair will determine whether any individual has a

      right to vote at a Meeting. The decision of the Chair is final.  

Honorary Member 

 

18. The Board may award Honorary Membership to any individual who: 

      a.   has demonstrated leadership in the Purposes and Objectives of ANSWERS; and/or

      b.   has actively supported ANSWERS through in-kind services, financial  contributions, or long-term membership; and/or  

      c.   wishes to be an Honorary Member. 

19. The ED may revoke honorary membership at any time for good reason in accordance  with the Bylaws, Policy and Procedure

      Registry 

20. In accordance with the Act, ANSWERS will maintain a registry of the names, physical  addresses, emails and phone numbers of

      Regular Voting Members at its registered office  for the purpose of identifying those individuals entitled to vote at any meeting of 

      ANSWERS; and in order to communicate with each Voting Member about ANSWERS  business. A redacted portion of the list (as

      appropriate in the opinion of the ED), will be  available for inspection but not copying, to any Voting Member upon written request,

      stating the purpose of the request and intended use of the information, to the ED in  accordance with Policy and Procedure.  

 

Suspension or Rescission of Member Privileges 

21. Upon determining that it is for good reason and in the best interests of ANSWERS to do  so, the ED has the authority, on behalf of

      ANSWERS, to suspend or rescind the privilege  of any individual to participate in any program, service, activity, or function of 

      ANSWERS.  

22. The authority of the ED under this Bylaw includes the authority to suspend or rescind the  privilege of any Member or any other

       individual to enter onto or use any property of  ANSWERS; or to speak with any employee or volunteer of ANSWERS. 

23. The terms of any suspension or rescission of privileges under this Bylaw, and the terms  and conditions of the restoration of

      privileges, if any, will be determined by the ED in the  best interests of ANSWERS as a whole, in accordance with any applicable

      Bylaws,  Policies and Procedures. 

24. Suspension or rescission of membership suspends or rescinds all Member rights, as the  case may be. 

Board of Directors 

Numbers and Qualifications of Directors 

25. The Board will consist of not less than 3 and no more than 12 individuals. A majority of  Directors must identify as a current or past

       sex worker. To be a Director of ANSWERS, an  individual must: 

       a. be a registered Member;

       b. be over 18 years of age; 

       c. not be an employee of ANSWERS; 

       d. have appropriate skills and personal qualities as determined by the Board; e. attend and participate in Board meetings; 

       f. actively support, in related action and communication, any current Purposes of  ANSWERS at all times; and  

       g. agree to abide by all applicable ANSWERS Bylaws, Policies and Procedures. General Authority of the Board 

 

26. The Board has all the powers vested in it by the Act and carries out its powers by Resolution, Policy and Bylaw.  

 

27. The Board may delegate any of its powers and responsibilities to an Officer, employee or  other individual; but the Board may not

      delegate its accountabilities. 

 

28. The Board may, without authorization of the Regular Voting Members: 

      a. borrow money on the credit of ANSWERS; 

      b. issue, reissue, sell or pledge debt obligations of ANSWERS; 

      c. give a guarantee on behalf; and 

      d. mortgage, pledge or otherwise create a security interest in all or any property of  ANSWERS, owned or subsequently acquired,

          to secure any debt obligation of  ANSWERS. 

 

29. The Board is accountable for, and may not delegate, governance and oversight of  ANSWERS through, among other things: 

      a. Approving Resolutions; 

      b. Approving Governance Policies and Procedures; 

      c. Approving Bylaws; 

      d. Approving changes to ANSWERS Articles and Purposes; 

      e. Delegating authorities commensurate with accountabilities & responsibilities; f. Receiving, reviewing and approving reporting;  

      g. Managing the performance of its Directors and ED; 

      h. Setting a strategic plan and aligned budget; 

      i. Setting the culture for the organization; and 

      j. Any other matters assigned by the Act, Articles, Bylaws, Resolution, Policies and  Procedures that may not be delegated. 

30. Subject to the Act, Bylaw, Policies and Procedures, the Board delegates management of  all ANSWERS operations to its ED. If 

      there is no ED, any Director(s) may, by resolution of the  Board, fulfill the responsibilities and accountabilities of the ED role.

Election of the Board 

31. Each year, in anticipation of the next AGM, the Nominating Committee will prepare a  Nominating Report that will include:  

      a. a list of Board Members recommended by the Board to continue as Directors by  election at the AGM; and  

      b. a list of appropriately vetted and qualified nominees recommended by the Board to  become Directors by election at the AGM.  

 

32. The Nominating Committee may maintain an ongoing roster of eligible individuals for  the position of Director, who have given their

      consent to remain on the roster until a  Director position becomes available. 

 

33. The Nominating Report will be posted on the ANSWERS website at least 21 days before  the next AGM and will be recommended

       by the Board to Regular Voting Members at the  AGM. 

34. Directors are elected for staggered terms. At the first election of Directors following the  approval of this Bylaw, half of the Directors

      will be elected for a two-year term and half  of the Directors will be elected for a one-year term. Thereafter, except where an

      election  is held to fill the unexpired portion of a term, newly elected Directors will be elected for  two (2) year terms. No Director

      may serve more than 6 concurrent years as a Director, or  three (3) consecutive terms, whichever is longer. An individual who was

      previously a  Director who served the maximum time, may only be considered for re-election if at least  one calendar year has

      passed since that individual last held office. 

35. In addition to nominations from the Nominating Committee, any twenty-five Regular  Voting Members may submit a written

      nomination or nominations for consideration and  voting at an AGM. Such nominations (“Member Nominations”), accompanied by

      a  statement of willingness to stand signed by such nominee(s), must be received by the ED at least 30 days before the next AGM.

      A list of Member Nominations will be posted  on the ANSWERS website at least 21 days (or promptly upon receipt if Member 

      Nominations are received in fewer days prior to the meeting as permitted by this Bylaw)  before the next AGM. No nominations will

      be allowed within 5 working days of the  AGM. 

36. There will be no nominations of candidates for Director from the floor at any Meeting of  ANSWERS. The number of Board

      vacancies to be filled at any Meeting will be the  number of individuals nominated in the Nominating Committee Report tabled in

      respect  of that meeting whether or not that report has been adopted or defeated. 

 

37. Approval of a motion to adopt the Nominating Committee Report, and any motion to  elect Member Nominations, will each require

      a two-thirds majority of the votes cast by  Regular Voting Members present at an AGM. If so adopted, the individuals nominated in 

      the Nominating Committee Report and Member Nominations as applicable will be deemed to be elected. The Nominating

      Committee Report will first be placed before the  meeting and voted upon before any Member Nominations are placed before the

      meeting  for consideration. In the event that either or both the motion to adopt the Nominating  Committee Report or to elect

      Member Nominees are defeated and there remain vacancies  to be filled on the Board, written ballots listing in alphabetical order

      all eligible nominees  not yet elected from either or both the Nominating Committee Report and the Member  Nominations will be

      distributed and voted upon. 

 

38. Each Regular Voting Member, when voting on the ballot, will have the number of votes  equal to the number of vacancies to be

      filled and may cast only one vote per vacancy and  may not vote more than once for the same nominee. The number of vacancies

      to be filled  by the ballot process will be the number of nominees set forth in the Nominating  Committee Report whether or not that

      report has been adopted or defeated, less the  number of nominees, if any, so far elected at the meeting. Any ballot containing

      more  votes than the number of vacancies to be filled will be declared a spoiled ballot and not  counted. That number of nominees

      equal to the number of vacancies to be filled, with the  greatest number of votes, will be elected. 

 

39. In the event that the individual who has the smallest number of votes which still qualifies  him or her to be elected, is tied with one

     or more other such individuals, a second ballot  will be held to determine who, from the individuals tied, will be elected Director(s).

     In such second ballot, each Regular Voting Member will have the number of votes equal to  the number of vacancies still to be

     filled. Should the second ballot result in a tie, there  will be no further votes conducted and the new Board will have the option of

     appointing  an individual at a later date to be a Director until the next AGM.  

 

40. With consent of a majority of Regular Voting Members present at a Meeting, the  President may dispense with written ballots, and

     the matters to be determined. 

Removal of Directors 

 

41. A Director may be removed from the Board by a Special Resolution or for the following  reasons:  

      a. incapacity due to extended illness lasting more than two consecutive months; b. missing three consecutive board meetings; 

      c. breach of the Board Code of Conduct; 

      d. written notice of resignation to the President and ED;  

      e. conduct which may be detrimental to ANSWERS, as determined by the Board in  accordance with Policy and Procedure; or 

      f. by Ordinary Resolution of the Directors at a Board Meeting called for that purpose as  a result of any one of the preceding

         reasons. 

 

42. Regular Voting Members may, by Special Resolution of the votes cast at an AGM, of  which notice specifying the intention to pass

      such resolution has been given to all Regular Voting Members, Directors and Officers in accordance with Bylaw, Policies and 

      Procedures, remove and replace any one or more Directors or Officers before the  expiration of their term of office. The term of any

      replacement Director(s) or Officer(s)  will be whatever length of term is remaining for the Director(s) or Officer(s) so replaced. 

 

Vacancies on the Board 

 

43. The Board may appoint eligible individuals as Directors to fill any vacancies on the  Board arising between AGMs (“Replacement

      Directors”). Replacement Directors have  the same powers as if they had been elected at an AGM. The term of a Replacement 

      Director will only extend until the next AGM, without regard to the time remaining in the  term of the Director being replaced. The

      remaining Directors will at all times be able to  validly and effectively exercise the authority of the Board notwithstanding any

      vacancies  on the Board. 

Appointment of Officers 

 

44. The President, Vice President, Treasurer and Secretary will at all times be Directors, and  will be elected by the Board as needed

       by resolution, normally at the first meeting of the  Board following an AGM. The terms of Officers will be the same as their terms

      as Directors. If an Officer resigns or is removed prior to the end of their term, then the  Board may elect alternate Directors by

      resolution to those positions for the remainder of  the term.  

President of the Board is Chair 

 

45. The President is the Chair of all meetings of the Board, and at all AGMs. During the  absence or incapacity of the President, the

      duties and powers of that office will be  exercised by the Vice President, or in the absence of the Vice President, any other 

      Director appointed by the Board by resolution. 

Conflicts of Interest of a Director 

 

46. A Director who is a party to, or who is a director or officer of, or has a material interest  in, any person who is a party to a material

     contract or transaction or proposed material  contract or transaction with ANSWERS must disclose to the Board the nature and

      extent  of their actual or perceived conflict of interest as soon as such conflict comes to his or her  attention. That Director cannot

      vote on any resolution or participate in discussions or  decisions concerning the subject matter of the Director’s conflict of interest. 

Meetings of Directors 

Notice 

47. Regular Board Meetings will be set annually at the first such meeting following the  AGM. A copy of the resolution will be sent to all

      Directors as quickly as possible thereafter. No further notice of such meetings is required unless there is a change in date  or time.

      Notice of changes in dates and times of Regular Board meetings will be posted  on an internet-based service available to

      Directors, or delivered by phone or e-mail, to  each Director at least 48 hours before the date and time of the proposed meeting. A

      Board  Meeting may be held at any time if all Directors are present (either in person or by phone  or other remote media), written

      minutes are later transcribed and no objection is made to  holding the meeting at that time. If, in any event, a quorum of Directors

      is present at a  meeting without objection to notice, then proceedings of any Regular Board Meeting will be valid notwithstanding

      any defect in notice of the meeting. 

Frequency of Meetings  

48. The Board will meet no less than four times a year, and at such other times as the Board  may determine from time to time. The President, or in their absence, the Vice President,  may call a Special Board Meeting whenever they deem it necessary, upon not less than  24 hours’ Notice by stating the purpose of the meeting in the Notice and providing any  related documentation. The President must call a Board meeting within 14 days of  receiving a written and individually signed request to do so from a majority of existing  Directors. 

Waiver of Notice 

49. A Director may at any time and in any manner waive notice of, or consent to, a meeting  of the Board. A Director may also approve and ratify any and all proceedings of any  meeting in any manner, as long as that Director was in attendance at the meeting. Attendance at a meeting is a waiver of notice except where a member of the Board  attends for the express purpose of objecting to the transaction of business. 

Quorum 

50. A simple majority of the Board will form a quorum for the transaction of business at any  meeting of the Board. For the

      determination of quorum, the number of Directors required  for a majority will be based on the number of Directors that are in office

      at the time of the  determination. 

Meetings by Phone, Email, Video Conference or any other Remote Communications  Option 

51. Any or all Directors may participate in a meeting of the Board or of a Committee of the  Board by any remote communications

     option that permit all persons participating in the  meeting to effectively communicate with one another, as agreed by those

     Directors  present at the meeting. A Director participating in a meeting by such means is deemed to  be present at the meeting.

 

Voting in meetings

 

52. Business is conducted at Board Meetings by Resolution on Motions. Motions arising at  any meeting of the Board will be decided

      by a majority vote of Directors in attendance,  given by a show of hands or by any other means which clearly indicates the

      affirmative  vote, negative vote, or abstention from voting of each Director present. An abstention  

      from voting is only available to a Director if they were not present for a discussion of the  subject matter of the Motion. The Chair of

      the meeting may vote on any matter. In the case of an equal number of votes, the Motion will fail.  

Electronic Voting 

53. Electronic voting is available for any Board or Committee Meeting as follows:  

a. Motions after Meetings based on discussions during Meetings. Directors may decide,  for whatever reason, to obtain a post

     meeting electronic vote on any matter discussed  during the Meeting if a majority of Directors agree to do so during the Meeting. In

     order  to get an electronic vote in connection with a meeting of the Board or a Committee at  which a quorum was present, the

     votes that would have been required at that meeting to  pass any related motion will be required via electronic voting. Only those

     Directors in  attendance at the meeting who participated in the discussion may vote on any motion  related to the discussion unless

     the motion is dealt with under s. 55(c). 

 

b. Only the President may afterwards request an electronic vote on a matter discussed at a  prior meeting. The vote is initiated by the

     President’s electronic request to all Directors  that includes the Motion wording and all related materials for consideration, including

     a brief summary of the prior discussion. Each Director may either vote for or against the  Motion, but may not suggest changes to

     the wording of the Motion. If the Motion fails,  then a majority of Directors may request in writing that the President initiate a new

     vote  with new Motion wording requested by a majority of Directors in writing. The deadline  for receipt of electronic votes is two (2)

     business days from the electronic request. The  Motion will pass if a majority of Directors who participated in the discussion at the

     prior  Meeting vote to approve the Motion within the two business days. If voting is tied, the  motion fails. 

c.  Electronic Motion Without Meeting. For purposes of taking action without a meeting,  electronic voting is permitted as follows: The

     President is able to request an electronic  vote on any matter requiring between meetings. The President must request an

     electronic  vote between meetings if requested to do so by a majority of Directors in writing. The  vote is initiated by the President’s

     electronic request to all Directors that includes the  Motion wording and all related materials for consideration. Each Director may

     either vote for or against the Motion, but may not suggest changes to the wording of the  Motion. If the Motion fails, then a majority

     of Directors may request in writing that the  President initiate a new vote with new Motion wording requested by a majority of 

     Directors in writing. The deadline for receipt of electronic votes is two (2) business days  from the electronic request. The Motion

     will pass if a majority of Directors votes to  approve the Motion within the two business days. If voting is tied, the motion fails. 

Expenses of Directors 

54. No Director or Officer will receive any payment for acting as a Director or Officer.  However, a Director may receive reimbursement

      from ANSWERS for reasonable out- of pocket expenses related to attending any Board, Committee, or other meetings, functions          or other events in accordance with Policies and Procedures. 

Duty of Care and Indemnification 

 

55. Every Director and Officer, in exercising his or her powers and discharging his or her  duties will: 

      a. act honestly and in good faith with a view to the best interests of ANSWERS and the  sex worker community as a whole; 

      b. in support of the Purposes of ANSWERS; and 

      c. exercise the care, diligence and skill that a reasonably prudent individual would  exercise in similar circumstances. 

Indemnification of Directors and Officers 

56. The Directors and Officers, and every former Director or Officer, is indemnified by  ANSWERS in accordance with any insurance

      coverage that may be in place from time to  time. 

Committees of the Board  

57. Depending on Director availability, there will be three standing committees of the Board: a. Audit and Finance Committee; 

b. Operational Oversight Committee; and 

c. Governance Committee. 

 

58. All Standing Committee members serve at the pleasure of the Board and may be removed  by Board Resolution. Standing

      committees may be amended or changed by Board  resolution. 

59. No voting Standing Committee member may be a paid employee of ANSWERS. 

60. Standing Committee members are elected by the Board annually from the pool of  Directors following the AGM. Each Director

      must serve on at least one Standing  Committee. 

61. The Board may fill vacancies in Standing Committee membership by Board election as  needed.

62. Standing Committees will elect their Chairs at the first Standing Committee Meeting  following the

      AGM.  

63. Each Standing Committee Chair is responsible to call meetings of their Standing  Committee as necessary in order to transact the

      business of the Standing Committee; or  upon written request of a majority of Standing Committee members. 

64. Each Standing Committee Chair is responsible for providing minutes of each Standing  Committee Meeting to the ED and to

      Committee members along with action items,  assigned individuals and timelines for completion. 

65. The President is an ex-officio voting member of each Standing Committee and any other  Ad Hoc, Advisory and Task Force

      Committee. The ED is a non-voting ex-officio  member of every Committee. 

Finance Committee 

66. The Board will annually elect from among its number a Finance Committee composed of  not fewer than two Directors, one being

      the Treasurer. At the discretion of the  Committee, additional non-Board, non-voting advisors may be appointed. The  Committee

      must have one or more members familiar with interpreting corporate financial  information. No member of the committee may be

      the beneficiary of a contract with  ANSWERS.  

67. The Finance Committee will: 

      a. critically review any monthly, quarterly and annual financial statements of the ED and accountant or auditor; 

      b. Review, draft and recommend to the Board any finance and audit policies; and c. have such other duties and authorities as the

          Board may, from time to time, delegate  through resolution and Policy. 

 

Operational Oversight Committee 

 

68. The Board will annually elect from among its number an Operational Oversight Committee composed of a minimum of two other

      Directors. At the discretion of the  Committee, additional non-Board members may be appointed as non-voting advisors.  

 

69. The Operational Oversight Committee will: 

      a. set any ED’s annual performance plan, outlining goals, objectives and measures, in  alignment with ANSWERS’s vision, mission

          and any strategic plan; 

      b. meet with any ED at least bi-annually to review performance against the performance  plan and report back to the Board; and 

      c. have such other duties and authorities as the Board may, from time to time, delegate  through resolution and Policy.

Governance Committee 

70. The Board will annually elect from among its number a Governance Committee  composed of a minimum of two Directors. At the discretion of the Board, additional non Board, non-voting advisors may be appointed.  

71. The Governance Committee will: 

      a. review, draft and recommend to the Board, all governance policies and procedures of  the Board; 

      b. review, draft and recommend to the Board, any changes in strategic planning; and c. have such other duties and authorities as

          the Board may, from time to time, delegate  through resolution and Policy. 

 

Ad Hoc Board Committees  

72. The Board may, from time to time, create and dissolve any Ad Hoc Board Committees as  it sees fit with terms of reference and

      directives imposed via resolution of the Board. The  Board may delegate such of its authority and duties as it may determine, to

      any Ad Hoc  Board Committee. 

Advisory Committees and Task Forces 

73. The Board or the ED may, from time to time, and in accordance with any applicable strategic plan, create and dissolve any

      volunteer Advisory Committees or Task Forces  (“Advisory Committees” or “Task Forces”) comprised of individuals (who need not

      be Directors or Members) who are allied with the Purposes of ANSWERS, for the purpose  of assisting or advising the Board, ED,

      or ANSWERS, with respect to any strategically  aligned matter concerning ANSWERS. Unless otherwise resolved by the Board or        ED,  all positions will be unpaid, volunteer roles. 

 

Officers 

74. The officers of ANSWERS are the President, Vice President, Treasurer, Secretary, ED and such other individuals as the Board may

      from time to time designate as Officers, each  of whom has specific authorities, accountabilities and responsibilities as are from

      time to time set out through Bylaw, Resolution and Policies and Procedures of the Board. Offices  may be held in any combination

      by one or more individuals.  

Executive Director (ED) 

75. The Board may appoint an ED under written contract to ANSWERS. The ED is the  operational head of ANSWERS and is

      responsible and accountable to the Board for the  general management and supervision of the business operations, employees,

      volunteers and programming of ANSWERS. The ED will comply with all applicable laws; and will  conform to all Resolutions,

      Bylaws, Policies, Procedures and reasonable directions of the  Board. The ED will provide the Board and its Committees, as

      reasonably required,  effective and efficient reporting to enable the Board to make well informed decisions.  The ED is not a

      member of the Board. However, the ED is a non-voting, ex officio  member of all Board, Committee, Advisory and Task Force

      meetings of ANSWERS and  any AGM. The ED provides key insight to the Board and, in collaboration with the Chair  of any

      meeting, prepares the agendas and materials for distribution to the Board and any  Committee, Advisory or Task Force Meetings. 

76. If ANSWERS does not appoint an ED, then one or more Directors may fulfill the  responsibilities and accountabilities of the ED until

      such time as an ED is appointed. 

Conflicts of Interest of the Executive Director  

77. An ED who is a party to, or who is a director or officer of, or has a material interest in,  any Person who is a party to a material

      contract or transaction or proposed material  contract or transaction with ANSWERS will disclose to the Board and any related 

      Committee the nature and extent of the conflict of interest as soon as the conflict comes  to their attention. The ED will not

      participate in discussions or decisions concerning the  subject matter of the ED’s conflict of interest. The ED’s report will include a

      written  description of the conflict and the steps taken to mitigate the conflict and ensure that the  best interests of ANSWERS are

      protected in the circumstances. 

Annual General Meetings (AGMs) of Answers 

78. An AGM of ANSWERS will be held annually for the purpose of conducting the General  Business of ANSWERS, and the

      consideration of such Special Business as may be  properly before the meeting. Following the adjournment of the business

      portion of any  AGM, any other updates and reports from the Board and the ED of ANSWERS as the  Board may direct, may be

      presented. 

Calling of AGMs and Notice  

79. The date, time and place of each AGM will be fixed by Resolution of the Board annually.  Notice of any AGM will be sufficiently

      given when posted on ANSWERS’s website at  least 21 days prior to the date of the AGM, stating the time, date, and location of 

      the meeting, and purpose of the meeting. The posted notice will include a copy of the list of  proposed new Directors for election,

      any available Member Nominations, the text of any  Special Resolution to be put before the AGM, reference to the posting of

      ANSWERS’s  financial statements and any related accountant’s or auditor’s report and a copy of the  proposed Resolution to

      appoint or reappoint an auditor and any Directors.

Place of Meetings and Quorum 

80. AGMs of ANSWERS will be held at any place within Alberta (or surrounding area) as  the Board may, from time to time, determine,

      or may be held virtually via any platform  capable of hosting virtual meetings and determining individual votes. In respect of a 

      Special Meeting pursuant to the written request of Regular Voting Members as provided  in Bylaw 86, the place of the meeting will

      be determined by the President. Quorum at an  AGM is twenty percent (20%) of the Regular Voting Members at the time of notice

      for the AGM. If a quorum is not present either in person or virtually fifteen minutes after the  posted start time of the AGM, then

      those Regular Voting Members present will form a  quorum for the transaction of business at an AGM of ANSWERS. 

 

81. The only persons entitled to be present at an AGM are Regular Voting Members, the  accountant or auditor of ANSWERS and such

      other persons who are entitled or required  under any provision of the Act, Articles, Bylaws or Policies and Procedures of 

      ANSWERS to be present at the meeting. Any other person may be admitted only on the  invitation of the President. 

 

82. If the Directors or Regular Voting Members call a Special Meeting or AGM, the  Directors will determine whether the Special

      Meeting or AGM will be held entirely by  means of a telephone, electronic or other communication method that permits all 

      participants to communicate adequately with each other during the meeting and to vote in  an individual capacity. 

Calling of Special Meetings and Notice 

 

83. Special Meetings of the Board or of Regular Voting Members may be called by the President. Notice of any Special Meeting must

      include the specific business to be  considered, any relevant background materials and the wording of any Special  Resolution. 

 

84. A Special Meeting of Regular Voting Members may be called by the Regular Voting  Members upon providing the President with a

      written request signed by 25 Regular  Voting Members, that clearly states what specific business is to be considered, provides 

      the related background materials and clearly states the wording of any Special  Resolution(s).  

 

85. Notice of any Special Meeting will be sufficiently given when posted on ANSWERS’ website at least 21 days prior to the date of the

      meeting, stating the time, date, and  location of the meeting, and purpose of the meeting. The posted notice will include

      all information provided to request the Special Meeting.

 

86. Quorum at a Special Meeting is twenty percent (20%) of the Regular Voting Members  at the time of notice for the Special Meeting.

      If a quorum is not present either in person  or virtually fifteen minutes after the posted start time of the Special Meeting, then those 

      Regular Voting Members present will form a quorum for the transaction of business at  the Special Meeting.  

Conduct of Meetings 

 

87. The President, or delegate, will Chair AGMs. The Secretary, or delegate, will record  minutes and resolutions and oversee any

      required voting. The Chair of the meeting will determine all matters of procedure and conduct, and their determinations are final. 

Votes to Govern 

 

88. Unless otherwise specifically set out in the Articles or Bylaws, every AGM motion will be determined by a simple majority of those

      present when the votes are cast on the  motion. The Chair may vote on all matters provided that in case of an equality of votes, 

      the Chair is not be entitled to a second or tie-breaking vote, and the tied motion will fail. 

Voting Procedure 

 

89. Unless otherwise provided in the Bylaws, each motion and Resolution at an AGM will be  decided by a physical or electronic show

      of hands or, in the discretion of the Chair, by  any other means which clearly indicates the affirmative vote, negative vote, or

      abstention  from voting by each individual entitled to vote. 

Financial Matters and Execution of Documents 

Fiscal Year 

90. The Fiscal Year of ANSWERS will end on December 31st of each year or on such other  date as the Board may from time to time

      determine by Resolution. 

Financial Reporting 

91. ANSWERS will maintain reliable and accurate accounting records and will prepare  annual financial statements. Annual financial

      statements will be audited by an external  accountant or auditor, or two Regular Voting Members appointed by the Board for that

      purpose. The Board will approve the annual financial statements of ANSWERS in  respect of each fiscal year, and place such

      statements, together with the report of the  accountant or auditor, before the Regular Voting Members at each AGM. ANSWERS will

      make copies of its annual financial statements as approved by the Board, together with the accountant or auditor’s report thereon,

      available to Regular Voting Members at  its registered office and by posting them on its website. 

Signing Authorities – Banking Documents 

92. All cheques, bills of exchange or other orders for the payment of money, notes or other  evidence of indebtedness issued in the

      name of ANSWERS, will be signed by such  individuals and in such manner as will from time to time be determined by

      Resolution, Policy and Procedure of the Board.  

Banking Arrangements 

93. The securities of ANSWERS will be deposited for safekeeping with one or more  federally or provincially regulated Canadian

      banks, trust companies, or such other  financial institutions as may be selected by the Board by resolution or by such individual 

      designated by the Board from time to time to make such decisions. Any and all securities  so deposited may be withdrawn, from

      time to time, only upon the written direction of  ANSWERS, in accordance with Resolution, Policies and Procedures, and such

      authority  may be general or confined to specific instances. 

Borrowing Authority  

94. ANSWERS may, upon Board Resolution, from time to time: 

a. borrow money upon the credit of ANSWERS in such amounts and upon such  terms as the Board may determine, 

b. pledge securities of ANSWERS in such amounts and upon such terms as the Board may determine, and 

c. charge, mortgage or pledge in such amounts and upon such terms as the Board  may determine, all or any of the real or personal

    property of ANSWERS, to  secure any such securities or any money borrowed, or other debt, or any other  obligation or liability of

    ANSWERS. 

Signing Authorities – Other Documents 

95. Contracts, documents or other instruments will be signed by those individuals who have  been delegated authority to do so by

       Board Resolution, Policy and Procedure.  

Appointment of Auditor 

96. ANSWERS may, from time to time by Resolution, engage an independent, external  public Auditor to review and audit any financial

      statements of ANSWERS. Any Auditor will be formally appointed by the Regular Voting Members at each AGM and will hold 

      office until the financial statements of ANSWERS are placed before the next AGM. If no  Auditor appointment is made at the AGM,

      the Board will appoint an Auditor who will continue in office until a successor is appointed by the Regular Voting Members at the 

      next AGM. 

Removal or Resignation of Auditor 

97. The Board may, for any reason, remove any Auditor before the expiration of the appointed term of office of that Auditor. In the

      event of any such removal or in the event of the resignation of the Auditor, the Board will promptly appoint another independent,

      external Auditor for the remainder of that appointed term. The Board will report the reasons for such removal or resignation to the

      Regular Voting Members at the next AGM. 

Dissolution of Answers 

98. Dissolution or winding-up of ANSWERS will only be by a Special Resolution of the Regular Voting Members. 

99. In the event of the winding-up or dissolution of ANSWERS, any property or assets will first be used to satisfy any outstanding

      liabilities and obligations. If upon winding-up or dissolution and after satisfaction of all debts and liabilities there is any remaining

      property or assets, they will be paid or transferred to one or more recognized charitable organizations in Canada as the Board by

      Resolution determines, or as directed by the Regular Voting Members at an AGM. 

Bylaw Changes 

100. These Bylaws may be changed, replaced or rescinded at any time by Special Resolution of Regular Voting Members. 

        Inspection of Records 

101. Regular Voting Members may inspect the records and books of ANSWERS upon 48 hours’ written notice, during office hours, at

        the legal offices of ANSWERS identified by ANWERS on their website for that purpose.