ASSOCIATION BY-LAWS

BY-LAWS of the Professional Driver Educators’ Association of Alberta

ARTICLE I - NAME

SECTION 1. The name of this association shall be Professional Driver Educators’ Association of Alberta. The Association is incorporated as a non-profit organization under the laws of the Province of Alberta.



ARTICLE II - DEFINITION

SECTION 1. The term “Driving School Industry” or “Industry” includes: all persons, firms, corporations, partnerships, etc., which are commercially engaged in the business of teaching highway safety and the driving of motor vehicles in compliance with safety rules and laws.



ARTICLE III - OFFICES

SECTION 1. The registered office of the Association shall be with the President of the Association.



ARTICLE IV - MEMBERSHIPS

SECTION 1. Membership in the Association shall be of two types. Namely, active membership or associate membership.

(1) Active membership - shall be open to individuals or corporations lawfully owning and operating driving schools in the Province of Alberta, providing they:

i) Maintain public office
ii) Must have their own classroom facilities
iii) Comply with the entrance rule and fees as set forth from time to time by the Board of Directors.
Active membership shall entitle the holder to one (1) vote at Association meetings.

(2) Associate membership - Shall be open to driving schools which do not meet the criteria as outlined in Subsection 1, or any organization, including corporations and individuals having collateral or related interest in Driver Education in the Province of Alberta. Associate membership will entitle the holder to vote at meetings of the Association.

(3) All new applications and renewals must be reviewed and approved by the Board of Directors.

(4) To remain a Member in good standing, Active or Associate members must attend, or be represented at, at least one (1) general meeting.

SECTION 2. Duration of Membership and Resignation. Membership in the Association shall terminate on the death, bankruptcy, voluntary or involuntary dissolution or voluntary withdrawal by notice in writing. The Association shall cease immediately upon termination of the membership. A member wishing to withdraw from the Association shall continue and be subject to collection as a debt owing the Association and shall subsist until wholly satisfied.

SECTION 3. Suspension and Expulsion. Any member, upon two-thirds vote of the membership of the Board of Directors may be expelled from the membership. Sufficient cause for such suspension or termination of membership shall be by major violation of the By-Laws, code of ethics, or any rule or practice properly adopted by the Association or conduct prejudicial to the interest of the Association. A statement of all charges shall have been mailed by registered post with the return receipt to the last recorded address of the member at least fifteen days before final action is taken thereon; and the person making the complaint against the fellow member shall have submitted all facts, data etc. to either the President of Secretary of the Association. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which time the matter shall be considered and the member shall have the opportunity to appear in person or by his representative, and present any defense to any charges before action is taken thereon.

SECTION 4. Upon a written and signed request by a former member to the Secretary, the Board of Directors may reinstate such a former member to membership with terms set by the Board of Directors as deemed appropriate.



ARTICLE V - THE SEAL OF THE ASSOCIATION

SECTION 1. The Secretary of the Association shall have charge of the Seal approved by the Board of Directors for the Association. The Seal must be authenticated by the President and the Secretary of the Association whenever use is made thereof.



ARTICLE VI - THE BOOKS AND RECORDS

SECTION 1. The books and records of the Association may be inspected by the members at the Annual General Meeting.



ARTICLE VII - DUES

SECTION 1. The annual fees for each active member of the Association shall be determined by the Board of Directors and may be changed from time to time.

SECTION 2. The annual fees for each associate member of the Association shall be determined by the Board of Directors and may be changed from time to time.

SECTION 3. Any member whose annual fee is unpaid on or before the 30th day of March in each year shall cease to be a member of the Association. Anyone dropped from membership for non-payment of dues, must pay all arrears.

SECTION 4. This fiscal year shall be from January 01 to December 31.



ARTICLE VIII - MEETINGS

SECTION 1. The Annual General Meeting of the Association shall be held once every year during the month of February at a time designated by the Directors. The Annual General Meeting shall in addition to all other business conducted thereat, include the Presentation of a report and abstract of the accounts, duly audited, of the Association, and a report on the general concerns of the Association dealt with in the past year. Notice of such meeting shall be mailed by ordinary mail to the last recorded address of each member giving at least twenty-one (21) clear days notice. Receipt thereof shall be deemed to have been received two clear days following mailing.

SECTION 2. Special General Meeting. The President, or the Board of Directors may, whenever they deem fit, and shall on a requisition in writing by not less that seven (7) active members in good standing, convene a Special General Meeting. Notice of such special meeting shall be mailed to the last recorded address of each member giving at least 21 clear days notice. Any requisition made by members in accordance with Section II must state the objects of the Special General Meeting, must be signed by the requisitionists and the President who shall proceed to convene a Special General Meeting, within twenty-one (21) days from the date of the requisition. If the President fails to convene a Special General Meeting within twenty-one (21) days the requisitionists or any other seven (7) members may convene a Special General Meeting.

SECTION 3. Place of Meeting - The President, or Board of Directors, or Requisitionists as stated in Section 2, may designate the meeting place.

SECTION 4. Quorum - A quorum for all Annual or Special General Meetings shall consist of five (5) members, three (3) board members and two (2) active members.

SECTION 5. Voting - At any meeting, all resolutions shall be carried when passed by a majority vote. Each active member present shall be entitled to one vote. Any vote resulting in a tie, the chairperson shall cast the deciding vote.



ARTICLE IX - ORDER OF BUSINESS

SECTION 1. The order of business for all meetings shall be as follows:

1. Call to order.
2. Seating of members (qualification).
3. Action on minutes.
4. Receiving communications.
5. Election of officers and new members (Annual Meeting).
6. Reports.
7. Old business.
8. New business.
9. Adjournment.

SECTION 2. Debate on matters at meetings shall be in accordance with Robert’s Rule of Order. (Revised Edition)

SECTION 3. The Chairperson shall be the President of the Association, and failing him/her, the Vice-President, and failing him/her, the members present may elect a Chairperson for that meeting.

SECTION 4. The Chairperson may prevent any member from speaking more than once on the same motion until all other members present have had the opportunity of speaking.

SECTION 5. The Chairperson may limit the time that each member may speak.

SECTION 6. The Chairperson shall take no part in any discussion without first leaving the chair.



ARTICLE X - DIRECTORS

SECTION 1. The Board of Directors of the Association shall consist of seven (7) Directors to be elected at the Annual General Meeting of the Association along with the Officers of the Association.

SECTION 2. All Directors shall retire from the office at the Annual General Meeting of the Association. All such retiring Directors shall be eligible for re-election.

SECTION 3. Any vacancy among the Board of Directors occurring during the year shall be filled by the President subject to confirmation by the Directors. Such appointee shall have all rights, powers and privileges of a regulatory elected member.

SECTION 4. Any active member in good standing shall be eligible for election as a Director. All candidates must be paid up members for the year they seek office, to be eligible for election as a Director.

SECTION 5. Nominations for Directors of the Association shall be put forth at the Annual General Meeting.

SECTION 6. All meetings of the Directors shall be held at such time and place as the President deems fit, or a requisition in writing by not less than four (4) Directors to the Secretary, a special Directors Meeting may be called to be held within seven (7) days of receipt of the notice. Should a meeting not be called in consequence of such notice of the requisitionists, they themselves may convene a Directors meeting upon seven (7) days written notice to all Directors.

SECTION 7. Any Director absent from the meeting shall prior thereto send communication to the President or Secretary stating his reason for absence and the members of the Board in attendance at the meeting thus called shall decide if the absence is excusable. In the event that any Director is absent for two (2) consecutive meetings determined by the Board as inexcusable, hi/her Directorship may be declared vacant.

SECTION 8. The business of the Association shall be managed and controlled by the Directors who may exercise all such powers of the Association when not in conflict with the law or these By-laws.

SECTION 9. The Directors of the Association may from time to time delegate any of their powers to a committee or committees as they deem fit to appoint and they must revoke any such appointment.

SECTION 10. All motions shall be carried when passed by a majority vote. In the event of a tie, the Chairperson shall cast the deciding vote.

SECTION 11. The President of the Association, and failing him/her the Vice-President shall be the Chairperson and preside at all Board Meetings. In the event there is no Chairperson present, the members present may elect a Chairperson for that meeting.

SECTION 12. No officer or member of the Association shall receive remuneration for his/her services unless authorized at a meeting and notice given to all Directors.

SECTION 13. In the event that it is discovered that there is some defect in the appointment or qualifications of a Director or committee of Directors, all acts done will be valid as if such person (persons) had been duly appointed and qualified to be Directors.

SECTION 14. A resolution in writing, signed by the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and consulted.

SECTION 15. Term of Office - The term of office of all Directors will be from the time of election until the next General Meeting.

SECTION 16. Minutes - The Directors of the Association shall keep Minutes to be duly entered in books provided for the purpose of:

1. All appointments of Offices.
2. The names of all Directors present at any meetings or committee meetings.
3. All directions and orders made or given by Directors.
4. All resolutions and proceedings of General Meetings and Board and Committee Meetings.

Such minutes to be signed by the Chairman and Secretary and shall be received as prima facie evidence of the matters stated in such Minutes.

SECTION 17. Raising of Funds. The Directors of the Association may upon authorization and sanction and SPECIAL RESOLUTION of the Association, raise or borrow money for the purpose of the Association’s activities and may secure the repayment of the same by Mortgage or charge upon the undertaking and the whole or any part of the assets and property of the Association.

SECTION 18. Removal of Directors and Officers. See ARTICLE IV, Section 3, Suspension and Expulsion. This would apply in the case of a Director or Officer.



ARTICLE XI - OFFICERS

SECTION 1. The Officers of the Association shall consist of the President, (2) Vice-President, Secretary, Treasurer and Past President.

SECTION 2. All Officers shall be elected by the General Membership at the Annual General Meeting of the Association.

SECTION 3. All vacancies arising among Officers of the Association shall be filled by the Directors.

SECTION 4. President - The President shall preside at all meetings of the Association, and shall be ex-officio member of all committees with the right to vote therein. He/she shall communicate to the Association or to the Board of Directors such matters and make such suggestions as he/she may consider and to promote the objects and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of the President of the Association or as may be prescribed by the Board of Directors. He/she shall represent the Charter in which he/she resides.

SECTION 5. Vice-Presidents - The Vice-Presidents may be delegated by the President to perform his/her duties in the event if his/her temporary disability, absence resignation or absence from meetings. In event of death or permanent disability of the President, the Vice-President shall fill the President’s office.

SECTION 6. Treasurer - The Treasurer shall keep an account of all monies received and expended for the use of the Association and shall make disbursements authorized by the Board and approved by the President and such other offices as the Board may prescribe. He/she shall deposit all sums received into the bank, or banks, or trust company approved by the Board and shall make a report and present an audited financial statement at the Annual General Meeting or when otherwise called upon by the President. Funds may be drawn only upon the signature of the Treasurer and any one of the President or Vice-President. The Treasurer shall be responsible for all the books, vouchers and financial records and at expiration of his/her term of office shall deliver over to his/her successor all books, monies, financial records and other property in his/her possession. In the event there is no Treasurer-elect, the Treasurer shall turn such materials over to the President.

SECTION 7. Secretary - The Secretary shall give notice of all meetings and shall attend such meetings whether they be General Meetings, Directors Meetings or Committee Meetings and shall keep and accurate minutes of their proceedings. He/she shall, further, conduct such correspondences as is required for business of the Association and carry into execution all orders, votes and resolutions not otherwise required to be carried out. He/she shall maintain an up-to-date list of all Association members and their addresses, whether they be active members or associate members, and remit any funds received in the course of operation of the Association forthwith to the Treasurer. The Secretary shall generally have charge of Association staff in all their responsibilities and duties. He/she shall prepare under direction of the Board of Directors as Annual Report of the transactions and dealings of the Association for the Annual General Meeting and shall generally devote his/her best efforts to forwarding the business and advancing the objects of the Association.

SECTION 8. Treasurer - The Treasurer and Secretary, or any other person(s) entrusted with the handling of funds or property of the Association shall at the direction of the Board, furnish at expense of the Association, a fidelity bond approved by the Board in such sum as the Board directs.

SECTION 9. Past-President - The Past-President shall act in an advisory capacity and shall have all rights, powers and privileges of a regularly elected member.



ARTICLE XII - VOTING

SECTION 1. Each active member of the Association shall be entitled to one vote.

SECTION 2. In the case of a corporate active member, the vote of the corporation shall be cast by the president thereof, or hi/her delegate authorized in writing.

SECTION 3. All votes at any meeting shall be given personally.

SECTION 4. By Mail - Whenever, in the judgment of the Directors, it is considered any question which has arisen should be put to a vote of the active members and when it is inexpedient to call a Special Meeting for such a purpose, the Directors may submit such questions to the members in writing by prepaid registered mail for vote. The decision on the question(s) shall be made in accordance with the votes cast within two (2) weeks of mailing the question to the members, by a simple majority, provided votes are received from at least fifteen (15%) percent of the active members. Any and all action taken pursuant to such a majority vote, in each such case, shall be binding upon the Association and as against each member thereof.



ARTICLE XIII - COMMITTEES

SECTION 1. All committees deemed necessary by the Board of Directors from time to time shall be appointed by the Board.



ARTICLE XIV - REGISTRAR OF COMPANIES

SECTION 1. The Directors shall within fourteen (14) days from the holding of the Annual General Meeting, file with the Registrar of Companies in the form of balance sheet audited and signed by the Association’s auditor. The Directors shall further file with the Annual Statement a list of the Association’s Directors and Officers, with their addresses and occupation.

SECTION 2. The Association may at its Annual General Meeting appoint an auditor to hold the office until the next Annual General Meeting.



ARTICLE XV - AMENDMENTS TO THE BY-LAWS

SECTION 1. These By-Laws may be rescinded, added to, or altered in whole or in part, by a “Special Resolution” passed by a majority of not less than three-fourths ( ľ ) of such members entitled to vote as are present in person, at a General Meeting of which twenty-one (21) days written notice is given, specifying the intention to propose the resolution as an extraordinary resolution has been duly given.



ARTICLE XVI - WINDING-UP OR DISSOLUTION

SECTION 1. Upon the winding up or dissolution of the Association, after payment of all debts and liabilities, the Association may by a special resolution give or transfer the assets of the Association to some society, association or organization having objects in whole or in part similar to the objects of this Association, or to any society as may be determined.



ARTICLE XVII - LIABILITIES

SECTION 1. Every Director or other Officer of the Association shall be indemnified by the Association against and it shall be the duty of the Directors out of the funds of the Association to pay all costs, liabilities and expenses which any such Officer or Director may incur or become liable to by reason of any contract entered into, or act or thing done by him/her in the discharge of his/her duties. These include travelling expenses with regard to the foregoing.

SECTION 2. No Director or other Officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or for joining in any receipts of other act for conformity, or for any loss or expenses happening to the Association through the insufficiency or deficiency of the title to any property acquired by order of the Directors for or on behalf of the Association, or for the insufficiency or deficiency of any security option in or upon which all of the monies of the Association shall be invested, or for the loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any monies, securities or effects shall be deposited or for any loss occasioned by any error of judgment or oversight on his/her part or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto, unless the same happen though his/her own dishonesty.



ARTICLE XVIII - NORTH AND SOUTH CHAPTERS

SECTION 1. The Province of Alberta is divided into two (2) Chapters, North and South. Each area will be represented by the Vice-President elected for that area. Each area is to report at each Board Meeting and Annual General Meeting.