Société Préscolaire des Petites Étoiles Bylaws. June 2021
ARTICLE 1 – Preamble
1.1 These bylaws rescind and replace the previous bylaws of the Society.
1.2 The name of the Society is Société Préscolaire des Petites Étoiles, hereinafter referred to as the “Society”.
1.3 The following articles set forth the bylaws for Société Préscolaire des Petites Étoiles.
ARTICLE 2 – Definitions
2.1 Member: Any parent or Guardian of a child attending the preschool or such individuals who express their interest, in writing and accepted by the Board of Directors in furthering the objectives of the Society.
2.2 Executive Director: The person hired by the Board of Directors to carry out the day-to-day activities of the Society under the direction of the Board in accordance with the current policies of the Society and job description for the position.
2.3 Director: Any person occupying the position of Director as per the election process outlined in Article 6.2 and the role descriptions outlined in the Société Préscolaire des Petites Étoiles Board Positions and Descriptions document.
2.4 Board of Directors: All Directors elected to hold office until the next annual general meeting. The affairs of the Society shall be managed by a Board of not less than 5 and not more than 10 Directors.
2.5 Board Executive: The President, Vice-President, Treasurer and Secretary of the Board of Directors.
2.6 Annual General Meeting: A meeting held once a year on or before June 30 that is open to all Members and the public.
2.7 Special Meeting: Special meetings of the Society may be called by the Board of Directors or by a request to the President of the Board to address issues that cannot be tabled until the Annual General Meeting.
2.8 Special Resolution: Any issue that is subject to a vote at a Special Meeting
2.9 Presiding Officer: The President of the Board will be the Presiding Officer at every meeting of the Society
2.10 Society: Société Préscolaire des Petites Étoiles unless otherwise specified
2.11 Preschool: The premises out of which Société Préscolaire des Petites Étoiles operates, currently 10209 123 St. Edmonton AB T5N 1N3
2.12 The Societies Act: Alberta Provincial legislation governing registered non-profit societies in Alberta
ARTICLE 3 – Membership of the Society
3.1 The Membership in the Society shall consist of:
Any parent or guardian of a child currently attending the preschool
Such individuals who express their interest in writing in furthering the objectives of the Society and accepted by the Board of Directors
3.2 The Registrar shall keep a record containing the full name and residential address
of each person who is admitted as a member of the Society, together with the date on which each person is admitted as member and the date on which each person ceases to be a member.
3.3 While not in default in complying with the bylaws or the policies approved by the Members from time to time, each Member shall be considered as a member in good standing and may:
a. attend all Annual General and Special Meetings of the Society
b. vote at all Annual General and Special Meetings of the Society. Members must be in attendance; proxy votes will not be accepted.
c. be eligible to stand for election to the Board of Directors of the Society; and,
d. participate in the general activities of the Society.
3.4 Members of the Society may resign by:
Permanently withdrawing their child/children from attendance at the preschool if they are subject to 3.1a of these bylaws, or
Conveying their resignation in writing to the President of the Board of Directors if they are subject to 3.1b of these bylaws.
3.5 A Member may be expelled from membership in the Society by the Board in its sole discretion if the member fails to comply with the bylaws or the rules and regulations approved by the Members from time to time. No member shall be
expelled or suspended without being notified of the charge or complaint against them and without having first been given the opportunity to be heard by the Board at a meeting called for that purpose.
ARTICLE 4 – Meetings of the Society
4.1 A meeting of the Board of Directors may be called at any time by the President. If the meeting is called at any other time than at a regular scheduled meeting of the
Board of Directors, twenty-four hours notice of the meeting shall be given.
4.2 The Board shall meet a minimum of once every six weeks to discuss the ongoing affairs of the Society.
4.3 Fifty percent (50%) of the Directors shall constitute a quorum at a meeting of the Board of Directors.
4.5 Unlike the Annual General Meeting, proxy voting is permitted, provided all
necessary information regarding the motion is made available to all Board Members a minimum of forty-eight (48) hours in advance
4.6 In the case of a tie vote the Chair shall cast the deciding vote
4.7 In the absence of the President or Vice-President from any meeting of the Board of Directors, the Directors present shall elect a Presiding Officer for the meeting.
4.8 Voting and participation through alternate means such as phone or Skype in a Board meeting is permissible provided advance notice is given.
4.9 The Society shall hold an Annual General Meeting each year in the City of Edmonton, in the Province of Alberta on or before the 30th day of June.
a. At least twenty-one days written notice of the date and place of the meeting shall be given by the Secretary to the Members of the Society by posting a notice on the preschool bulletin board and by distributing the same notice, by email, to all Members as defined in section 3.1 of these bylaws.
b. No action taken at an Annual General meeting is invalid due to:
accidental omission to give any notice to any Member;
any Member not receiving any notice; or any error in any notice that does not affect the meaning.
4.10 The Annual General Meeting agenda will deal with the following matters:
adopting the agenda;
adopting the minutes of the last Annual General Meeting;
President’s report
Treasurer’s report; including review of the financial statements setting out the Society’s income, disbursements, assets and liabilities
Executive Director’s report, including staff and program achievements, fundraising goals, and outline for the next year.
Electing the Members of the Board; other matters specified in the meeting notice
4.11 Fifty percent (50%) of the active Members in good standing of the Society shall constitute a quorum for the Annual General Meeting.
4.12 The Board President shall cancel the Annual General Meeting if a quorum is not present within one-half hour of the set time. If cancelled, the meeting shall be rescheduled for one week later at the same place and time. If a quorum is not present within one-half hour of the set time of the second meeting, the meeting shall proceed in any event with the Members then in attendance.
4.13 Special Meetings of the Society may be called by the Board President, Board of Directors or by a request to the President of the Board. Notice of the time, place and purpose of the meeting must be given in writing to all Members of the Society at least 5 days prior to the meeting by posting a notice on the preschool bulletin board and by
distributing the same notice to all members as defined in section 3.1 of these bylaws.
4.14 Fifty percent (50%) of the active Members in good standing of the Society shall constitute a quorum for the Special Meeting.
4.15 Only the matter(s) set out in the notice for the Special Meeting are to be considered at the Special Meeting.
4.16 Fifty percent (50%) of the voting Members in attendance at a Special Meeting with the approval of majority of the Executive present shall decide any issue including an amendment to the Bylaws, borrowing by the issue of debentures, or any other matter relating to the Society.
4.17 The President of the Board will be the Presiding Officer at every meeting of the Society. The Vice-President will be the Presiding Officer in the absence of the President.
4.18 If neither the President nor the Vice-President is present within one-half hour after the set time for the meeting, the Members present choose one of the Directors to preside at the meeting.
4.19 All meetings shall be conducted according to recognized rules of parliamentary procedure
4.20 All voting rules, quorum requirements and meeting procedures applicable to the Annual General Meeting shall also be applicable to Special Meetings.
4.21 The Annual General Meeting and Special Meetings of the Society are open to the public. A majority of the Members present may require any persons who are not Members to leave during discussions of a sensitive nature.
4.22 The President may adjourn any Annual General Meeting or Special Meeting with the consent of the majority of Members at the meeting. The adjourned Annual General Meeting or Special Meeting conducts only the unfinished business from the initial Meeting
4.23 No notice is necessary if the Annual General Meeting or Special Meeting is adjourned for less than thirty (30) days.
4.24 The Society must give notice if an Annual General Meeting or Special Meeting is adjourned for thirty (30) days or more. Notice must be the same as for any Annual General Meeting or Special Meeting.
ARTICLE 5 – Voting
5.1 Each Member has one vote at every Annual General Meeting or Special Meeting. A show of hands decides every vote at every Annual General Meeting or Special Meeting.
5.2 In the case of a tie, the President shall cast the deciding vote.
5.3 Voting Members must be present at the Annual General Meeting or Special Meeting to vote; voting by proxy will not be accepted.
5.4 Fifty percent (50%) of the voting Members present decide each issue and resolution unless specified otherwise in these bylaws. Every question shall be decided in the first instance by a show of hands unless a ballot is requested by any Member.
5.5 Unless a ballot is requested, a declaration by the President that a resolution has
been carried or not carried and an entry to that effect in the minutes shall be
sufficient evidence of the fact without proof of the number of votes for and against the resolution.
ARTICLE 6 – Governance of the Society (Board of Directors)
6.1 The affairs of the Society shall be managed by a Board of not less than five or more than ten Directors, each of whom at the time of their election and throughout their term of office shall be a Member of the Society.
6.2 Each Director shall be elected to hold office until the first Annual General Meeting after being elected or until a successor has been duly elected and qualified. The whole Board shall be retired at each Annual General Meeting, but shall be eligible for re- election if otherwise qualified. The election may be by a show of hands.
6.3 All members of the Board Executive shall hold office until re-elected or until a successor is elected, subject to the sections 3.5 and 6.4 of these bylaws.
6.4 The Members of the Society may, by resolution passed by at least seventy-five percent (75%) of the votes cast at an Annual General Meeting or Special Meeting of which at least twenty-one days notice has been given, remove any Director before the expiration of their term of office, and may by a majority of the votes cast at that meeting, elect any person in their stead for the remainder of that Director’s term of office.
6.5 The Board of Directors shall, at its first meeting after the Annual General Meeting of the Society, elect from among the Directors the Executive for the ensuing year, which shall consist of the President, Vice-President, Secretary and Treasurer.
6.6 All Directors shall serve on the Board without remuneration.
6.7 A Member of the Board who fails to attend three consecutive meetings without justifiable cause may be given notice by the Board, and after a fourth consecutive absence without justifiable cause, may be terminated from the Board.
6.8 At any time the Board of Directors may remove any Director who is determined by the Board to have failed to comply with the bylaws or the rules and regulations approved by the Members from time to time.
6.9 A Member of the Board who wishes to resign will give one month’s written notice to the President of the Board.
6.10 The Executive shall perform the duties of their offices as directed by the bylaws, the Society and the Board of Directors. Their duties shall include the following:
The President shall call and preside at all meetings, provide active leadership, initiate policy, and keep fully informed on the
operations of the Society.
In the absence of the President, the Vice-President shall have and exercise all such duties, privileges and powers as normally reside in the President
The Secretary shall, insofar as reasonably possible, attend all meetings of the Society, the Board of Directors, and the Executive; keep records of all minutes for all meetings; maintain an attendance record for each member, conduct correspondence for and on behalf of the Society
The Treasurer shall, insofar as reasonable possible, attend all
meetings of the Society, the Board of Directors, and the Executive; supervise/assist the Executive Director in keeping of all records, books, cheques, accounts and vouchers of the Society; the entering and recording of all bills, cheques, drafts and monies received for or paid out on behalf of the Society; and, render a just and true account of all monies received and spent to the Society, the Board of Directors and/or the Executive when required to do so.
6.11 If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term.
6.12 The Board of Directors shall be responsible for engaging an Executive Director who shall carry out the day-to-day activities of the Society under the direction of the Board in accordance with the current policies of the Society and job description for the position. The Board of Directors may hire any other staff it may deem necessary for the proper conduct of the affairs of the Society and determine the remuneration of all employees.
6.13 The Board of Directors shall be responsible for approving all personnel policies for the Society, including policies on recruitment, evaluation, dismissal, and contracts of employment, salaries, wages and employee benefits
6.14 The powers of the Board of Directors are subject to the Societies Act. The powers and duties of the Board include, but are not limited to:
Promoting the objectives of the Society
Promoting membership in the Society
Hiring the Executive Director to operate the Society
Determining employee’s wages through the development and approval of annual budget
Maintaining and protecting the Society’s assess and property
Approving an annual budget for the Society
Paying all expenses for operating and managing the Society
Paying persons for services and indemnifying employees from obligations reasonably incurred in good faith in promoting the interests of the Society
Investing any extra monies
Financing the operations of the Society and borrowing or raising monies
Approving policies for managing and operating the Society, including bylaws, as written by the Executive Director and the appropriate Committee
Approving all contracts for the Society
Maintaining all accounts and financial records of the Society
Appointing legal counsel as necessary
Selling, disposing of, or mortgaging any or all of the property of the Society; and
Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Director
ARTICLE 7 – Auditing
7.1 The Fiscal Year of the Society shall end on the 31st day of December each calendar year, unless otherwise ordered by the Board of Directors
7.2 The financial records shall be kept regularly and properly by the Board of Directors and may be examined by the members of the Board and those persons to whom the Board may grant permission. A financial report will be submitted to the membership at the Annual General Meeting.
7.3 All monies received by the Society shall be deposited in a chartered bank, trust company, or Government of Alberta Treasury Branch authorized to receive deposits and shall be withdrawn by cheque or debit card.
ARTICLE 8 – Signing Authority
8.1 The Executive Director, Director and the members of the Board Executive shall be given authority to sign each document or cheque.
ARTICLE 9 – Inspection of Books and Records
9.1 Members in good standing have the right to inspect the minutes or financial records of the Society pursuant to the following procedure:
The request to inspect the book of minutes or financial records must be in writing and directed to the President of the Board or the Executive Director
The Executive Director, upon receiving the request, shall make the minutes and financial records of the Society available at a mutually convenient time within twenty-one (21) days.
The minutes and financial records may not be physically removed from the preschool
The Executive Director or designate shall supervise the inspection
ARTICLE 10 – Amendments
10.1 These bylaws may only be amended by a resolution passed as follows:
At an Annual General Meeting or Special Meeting of which not less than twenty-one days notice specifying the intention to propose the resolution has been duly given and,
By a vote of not less that seventy-five percent of the Members present and eligible to vote at an Annual General Meeting or Special Meeting.
ARTICLE 11 – The Seal of the Society
11.1 The Seal of the Society will be in the possession of the Executive Director, at the offices of the Society, at all times, and will be available to any member of the Executive in the event their use of it is required.
ARTICLE 12 – Non-Profit Operations
12.1 The Society shall be carried on without purpose of gain for its members and any profits or other acquisitions of the Society shall be used to:
a. Repay any outstanding debts or loans;
b. Maintain reasonable fees paid by parents;
c. Promote the objectives of the Society
d. Establish a reserve account in keeping with the Reserve Policy