TRANS CANADA YELLOWHEAD HIGHWAY ASSOCIATION
BYLAWS

Article I NAME

1.01 The name of the Association shall be the Trans Canada Yellowhead Highway Association, referred to in these bylaws as the “Association”.

Article II MEMBERSHIP

2.01 Any individual, municipality, organization or business which:
(a) desires to further the objectives of the Association,
(b) is located on the Yellowhead,
(c) is connected to the Yellowhead Highway and approved by the Executive Committee and
(d) pays the applicable membership fee may become a member of the Association .
2.02 (a) Any member may withdraw from membership in the Association at any time by notice
in writing.
(b) A member may be expelled from membership in the Association by the Board of Directors for conduct detrimental to the interests of the Association.
(c) A member who withdraws or is expelled from membership is not entitled to reimbursement of any membership fees.
2.03 The membership year is the fiscal year of the Association.
2.04 A “member in good standing” means the Association has received the annual membership fee for the current membership year and the member continues to support the objectives of the Association.

Article III MEMBERSHIP FEES

3.01 The annual membership fees, as recommended by the board, shall be approved by the membership at an Annual or Special Meeting of the Association.
3.02 The power to establish membership fees includes the power to establish minimum and/or maximum fees, to establish classes of membership and provide for different fees payable in any or all membership classes.
3.03 Membership fees referred to in 3.01 become effective for the membership year immediately following the year in which they are approved.
3.04 The membership fees in effect on the date that these bylaws are approved are continued until they are changed at an Annual or Special Meeting.

Article IV VOTING RIGHTS

4.01 The persons entitled to vote at any meeting of the Association are members in good standing or the representatives of members in good standing who are in attendance at the meeting.
4.02 The number of voting representatives to which a Member is entitled shall be based on the population of a municipality and the number of employees of any other organization as follows:
Population/ Voting
Employees Representatives
1 to 1,000 1
1,001 to 5,000 2
5,001 to 15,000 3
Over 15,000 4
4.03 Members shall assign in writing the representative(s) authorized to cast the vote(s) for the member. The member may assign alternate(s) who may vote in the event that a representative is unable to do so. Only those persons so assigned shall be permitted to vote to the maximum of the number of representatives prescribed in 4.02.
4.04 Each person qualified to vote at a meeting of the Association shall be entitled to one vote.

Article V NOMINATIONS

5.01 The Nominating Committee shall consist of the Immediate Past President as Chair and any other Past Presidents still active in the Association as members.
5.02 The Nominating Committee shall compile a list of nominees to fill position of President – Elect
5.03 The Nominating Committee shall compile a list of eligible persons for the positions of the Board of Directors that will be voted upon at the respective provincial caucus meetings that are held at the AGM
5.04 The Nominating Committee shall compile a list of eligible persons for the appointed positions of the Board of Directors
5.05 To be eligible for nomination a person must
(a) be a member or the representative of a member in good standing, and
(b) sign a written consent form prior to nomination.

Article VI ELECTIONS

6.01 Elections shall be held at the Annual General Meeting.
6.02 Directors and Provincial Vice-Presidents shall be elected at the provincial caucus meetings held at the AGM.
6.03 President-Elect shall be elected by all of the persons in attendance at the Annual General Meeting who are eligible to vote
6.04 The Board of Directors shall elect four of its members to serve on the Executive Committee.

Article VII BOARD OF DIRECTORS

7.01 The Association shall have a Board of Directors referred to as the “Board”.
7.02 The Board shall consist of
(a) the Immediate Past President, the President and the President-Elect,
(b) 19 elected Directors, and
(c) any other person appointed to a position under 8.04.
7.03 Subject to 7.04, the number of Directors to be elected to represent each province are:
(a) four (4) Directors representing Manitoba
(b) five (5) Directors representing Saskatchewan
(c) seven (7) Directors representing Alberta
(d) six (6) Directors representing British Columbia.
7.04 (a) The number of Directors to be elected to represent a province shall be reduced by one
for each of the Immediate Past President, the President and the President-Elect who reside in that province.
(b) At least three (3) of the British Columbia Directors shall be members or representatives of members located on Highway #16 and at least two (2) of the British Columbia Directors shall be members or representatives of members located on Highway #5.
7.05 The term of office for each Director position on the Board is for two (2) years and
commences at the Incoming Board Meeting following the Annual General Meeting.
7.06 To facilitate continuity on the Board and within each provincial caucus, each caucus will elect half of their Directors annually. The following is a guideline:
(a) in even numbered years
i) 2 Manitoba Directors
ii) 3 Saskatchewan Directors
iii) 3 Alberta Directors
iv) 3 British Columbia Directors
(b) in odd numbered years
i) 2 Manitoba Directors
ii) 2 Saskatchewan Directors
iii) 4 Alberta Directors
iv) 3 British Columbia Directors
7.07 A Director may be removed from office by resolution of the members for conduct detrimental to the furtherance of the objects of the Association or for failure to carry out the duties of a Director.
7.08 Should a vacancy occur in a Director position the Board may appoint a eligible member (5.03.a) to serve until the next Annual General Meeting
7.09 No person is entitled to remuneration for service as a Member, Director or Officer of the Association.

Article VIII POWERS AND DUTIES OF THE BOARD

8.01 The Board is responsible for:
(a) governance of the Association and
(b) evaluating and approving plans, programs, policies and annual budget for the Association.
8.02 The Board shall govern the affairs of the Association between Annual Meetings.
8.03 When the Board establishes and prescribes the terms of reference for any committee, it may appoint as committee members
(a) Directors
(b) members or representatives of members
(c) other persons, or
(d) any combination of the above.
8.04 (a) The Board shall annually appoint a person as:
i) Secretary Treasurer;
ii) Chair of each of the Committees established pursuant to Article 8.03
(b) A person appointed to a position under this Section shall:
i) be a Director or a member or the representative of a member in good standing
ii) if other than a Director serve as a member of the Board of Directors, and
iii) serve as a member of the Executive Committee.
8.05 The Board may provide such accommodation, equipment and supplies as may be deemed necessary for the operation of the Association.
8.06 The Board may employ, contract, discipline or terminate, and fix the conditions of remuneration, employee benefits, hours of work and any other matter relative to the Executive Director.
8.07 The Board shall establish and publish the policies for:
a) appointing the financial institution and investment decisions
b) the reimbursement of actual expenses incurred on Association business by any person
c) the conduct of elections
d) the submission and consideration of resolutions
e) bidding by members to host the Annual General Meeting and
f) bestowing awards for meritorious service of the Association.

Article IX EXECUTIVE COMMITTEE

9.01 The Executive Committee shall consist of:
(a) the Immediate Past President, the President, the President-Elect, and the Vice President of the Provincial Caucus not holding a presidential office.
(b) four (4) members elected pursuant to 6.04
(c) any other person appointed to a position under 8.04.
9.02 The Executive shall have all the powers of the Board of Directors between meetings of the Board and shall report all actions in accordance with these Bylaws and the Association’s policies. The Executive may only recommend:
(a) the employment, contract, discipline or terminate, and fix the conditions of remuneration, employee benefits, hours of work and any other matter relative to the Executive Director ,
(b) the amount of membership fees under 2.02, and
(c) borrowing money under 12.04
9.03 The Executive shall report annually to the Board on the performance and compensation of the Executive Director.
9.04 The Executive shall annually recommend a person or firm qualified to perform audits in Alberta as the Auditor of the Association to the Annual General Meeting.
9.05 Vacancies on the Executive occurring between meetings of the Board may be filled for the remainder of the year by appointment of eligible persons by the Executive.

Article X MEETINGS

10.01 The Annual General Meeting of the Association shall be held at such time and location as the Board of Directors may determine on or before June 15 of each year.
10.02 Notice of the date of the Annual General Meeting shall be provided to each member not less than thirty (30) days prior to the date of the meeting.
10.03 The business of the Annual General Meeting is to :
(a) adopt the agenda
(b) Approve the minutes from the previous Annual General Meeting
(c) Receive the Executive Committee Minutes for the year
(d) Consider resolutions
(e) Accept the audited financial statements
(f) Appoint auditors
(g) Elect the President Elect
10.04 A special meeting of the Association may be held at the call of the President and notice shall be provided to each member not less than fourteen (14) days before the date of the meeting subject to Article 14.01.
10.05 A quorum at an Annual or special meeting shall consist of twenty-five (25) Members or representatives of Members in good standing.
10.06 Meetings of the Board and Executive Committee shall be held at the call of the President or as agreed by the members of the Board or the Executive Committee as often as is necessary to carry out their responsibilities and duties.
10.07 A meeting of the Board or the Executive shall be called by the President upon the written request of a majority of the members of the Board or the Executive as the case may be.
10.08 A quorum of the Board shall consist of ten (10) elected Directors.
10.09 A quorum of the Executive Committee shall consist of five (5) members of the Executive.
10.10 A meeting of the members of the Association from one Province, known as a provincial caucus, may be held at the call of the Provincial Vice-President at any time and notice shall be provided to each member in the province not less than fourteen (14) days before the date of the meeting.
10.11 A provincial caucus meeting may make recommendations to the Annual General Meeting, the Board, or the Directors and the members in the Province.
10.12 Failure of a member to receive notification of a meeting will not invalidate any proceedings taken at any meeting of the membership, the Board or the Executive Committee.

Article XI EXECUTIVE DIRECTOR

11.01 The Board shall appoint an Executive Director to manage the affairs of the Association under the direction of the Board.
11.02 The Executive Director shall:
a) ensure that accurate minutes of all meetings of the Association, the Board, the Executive Committee and any other committees are recorded;
b) manage the day to day operations of the Association within approved budgets and policies
c) ensure all records and the Seal of the Association are kept safe.
11.03 The Executive Director may employ or contract any subordinate staff required within the expenditure authority included in the Association’s budget.

Article XII SIGNING AUTHORITY

12.01 After they are approved, the minutes of all meetings shall be signed by the person presiding at the meeting and the Executive Director.
12.02 Any financial instrument and the use of the Seal shall be signed by
(a) a Director designated as a signing authority by the Board, and
(b) the Executive Director or another employee designated by the Executive Director.

Article XIII FINANCIAL AFFAIRS

13.01 The fiscal year of the Association shall be the calendar year.
13.02 (a) At any reasonable time any member or a representative of any member in good
standing may inspect the books and records of the Association upon request to the Executive Director.
(b) The Executive Director may require that a request be made in writing and shall refuse to allow inspection of any portion of a book or record containing personal information.
13.03 The Membership shall appoint an auditor at the Annual General Meeting.
13.04 The Board may authorize borrowings as it deems necessary for the ongoing operations of the Association provided that the total outstanding indebtedness does not exceed twenty thousand dollars ($20,000).
13.05 Any borrowing for the ongoing operations of the Association which in total exceeds twenty thousand dollars ($20,000) and any borrowing for a capital purpose must be approved at a general meeting of the Association.
13.06 The Directors of the Association are indemnified and saved harmless out of the funds of the Association for any loss or damage caused by anything said or done or omitted to be done in the performance or intended performance of their functions, duties or powers except if the person was dishonest, grossly negligent or guilty of willful misconduct.

Article XIV BYLAW AMEMNDMENT PROCEDURES

14.01 When notice is required to be given under these Bylaws, the notice may be given by one of the following:
(a) Mail
(b) Facsimile,
(c) Electronic means
14.02 Written notice of a proposed amendment to these bylaws shall be provided to each member not less than twenty-one (21) days before the meeting at which the amendment is to be proposed.
14.03 Amendments shall be proposed as a Special Resolution under the Societies Act of Alberta.
14.04 Amendments to the Bylaws require three-quarters (3/4) majority of the votes cast.