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:
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.
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:
knows a sex worker; or
is interested in the sex work industry;
who does not conflate sex work and human trafficking; and
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 ANSWERS.
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.
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.
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
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.
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.
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.
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.
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.
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 entitled to a second or tie-breaking vote, and the tied motion will fail.
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
90. The Fiscal Year of ANSWERS will end on September 30 of each year or on such other date as the Board may from time to time determine by Resolution.
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.
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.
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.
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 ANSWERS on their website for that purpose.
SIGNATURES TO FOLLOW