BYLAWS OF NATURE LETHBRIDGE

ARTICLE I – NAME

This society will be known as Nature Lethbridge.

ARTICLE II – MEMBERSHIP

Section 1: Membership in Nature Lethbridge is open to any person who is interested in natural history and shall be gained by the payment of an annual membership fee. There shall be four classes of membership: (1) Individual; (2) Family; (3) Student (shall have a student card); (4) Organization. Nature Lethbridge membership is valid for twelve months; the holding of a membership entitles the member(s) to participate in all activities of Nature Lethbridge.

Section 2: The cost of an annual membership for each class of members shall be set at Annual General Meetings of Nature Lethbridge.

Section 3: A member of Nature Lethbridge may cease to be a member by tendering their resignation in writing to the Secretary, or if their membership is three months in arrears. A member, upon a two-thirds (⅔) majority vote of the general membership present at a general meeting, may be expelled from Nature Lethbridge for any cause which the general membership finds reasonable. Such action shall only be taken after due notice has been given in writing, thirty (30) days prior to the meeting where the vote will be cast.

ARTICLE III – BOARD OF DIRECTORS AND OFFICERS

Section 1: The governing body of Nature Lethbridge shall be a Board of Directors (hereafter, referred to as the Board) composed of the Immediate Past-President, a President, a Vice-President, a Secretary, a Treasurer, a Communications Director and two Directors at Large. Anyone holding a position on the Board of Directors will be a member of Nature Lethbridge and at least 16 years of age. The President shall become the Immediate Past-President on completion of their term(s) of office. Apart from the Immediate Past-President, the Board shall be elected at Annual General Meetings of Nature Lethbridge. All terms will be for two (2) years. Anyone, apart from the President and Immediate Past-President, can hold the same position for two (2) consecutive terms, and then must step down for at least one (1) term. The President and Immediate Past-President may only hold their positions for one (1) term. With the exception of the President, if an office is not filled at the Annual General Meeting or becomes vacant during the term, the Board may recommend election of a member notwithstanding the two-year limit, subject to majority approval of the general membership as are present in person at the next general meeting. If the position of President is not filled at an Annual General Meeting and would otherwise be vacant, the Vice-President shall become President.

Section 2: Elections for President, Secretary and Treasurer shall be held in odd-numbered years. Elections for Directors and Vice-President shall be held in even-numbered years.

Section 3: The affairs of Nature Lethbridge shall be managed by the Board.

Section 4: Board members can be removed from office if they fail to complete their duties, upon a two-thirds (⅔) majority vote of the general membership present at a general meeting. Such action shall only be taken after due notice has been given in writing, thirty (30) days prior to the meeting where the vote will be cast.

ARTICLE IV – FINANCIAL MATTERS

Section 1: Any expenditures pertaining to the activities of Nature Lethbridge shall be signed by two signing officers; signing authority will be held by any three (3) of the President, Vice-President, Treasurer, Secretary or Immediate Past-President. The Treasurer shall keep proper accounts covering the financial affairs of Nature Lethbridge and submit to the Annual General Meeting a statement duly audited for the fiscal year of Nature Lethbridge. The books, accounts and records of Nature Lethbridge shall be audited at least once a year by two members of Nature Lethbridge, other than the members of the Board, nominated for that purpose by the general membership at the previous Annual General Meeting, or by a duly qualified accountant.

Section 2: The books and records of Nature Lethbridge may be inspected by any member at any time, upon providing reasonable notice in writing to the Treasurer and arranging a mutually acceptable time to conduct such inspection. Each member of the Board shall always have access to such books and records, upon reasonable notice to the Treasurer.

Section 3: The fiscal year of the Society shall be from October 1st to September 30th annually.

Section 4: Nature Lethbridge is not adopting a society seal.

ARTICLE V – MEETINGS

Section 1: Nature Lethbridge shall hold an Annual General Meeting within one month of the end of the fiscal year, for which at least fourteen (14) days notice shall be given to all members. At this meeting the members of the Board shall be elected for the ensuing term as outlined in ARTICLE III, Sections 1 and 2.

Section 2: Meetings of Nature Lethbridge may be called from time to time by the President or the Board.

Section 3: Any meetings of Nature Lethbridge, other than the Annual General Meeting, shall follow at least one (1) week’s notice by email.

Section 4: The Board of Nature Lethbridge shall meet on a date set at the prior Board meeting, or in exceptional circumstances upon three (3) day’s notice in writing, email, or by telephone on the direction of the President, or in their absence, the Vice-President, for the purpose of conducting the affairs of Nature Lethbridge.

Section 5: A special meeting of Nature Lethbridge shall be called upon receipt by the President or Secretary of a petition signed by at least five (5) voting members of Nature Lethbridge and setting forth the reason for requesting such a meeting. A special meeting of the Board shall be called, upon receipt by the President or Secretary of a petition signed by at least three (3) members of the Board, setting forth the reason for requesting such a meeting. Such meetings will be held within one month of receipt of the petitions.

Section 6: Twelve (12) voting members of Nature Lethbridge shall constitute a quorum at any general or special meetings of Nature Lethbridge, and 50% of the serving members of the Board shall constitute a quorum at any Board meeting.

Section 7: Any member 16 years of age and over shall have the right to vote at any general or special meetings of Nature Lethbridge. Such votes will be made in person or through videoconferencing software and not by proxy or otherwise. A tie vote at any meeting of Nature Lethbridge will be considered a defeated motion.

ARTICLE VI – REMUNERATION

No members of Nature Lethbridge, including members of the Board, shall receive payment for their services, except for out-of-pocket expenses documented by receipts, unless authorized at a general meeting of Nature Lethbridge. Honoraria may be awarded if approved at a meeting of the Board.

ARTICLE VII – DUTIES OF OFFICERS

Section 1: (a) The President shall preside at all regular, special and Board meetings of Nature Lethbridge, coordinate activities of the Board, and ensure that the objectives of Nature Lethbridge are met.

(b) The Vice-President, in the absence of the President, shall assume and carry out the duties of the President.

I The Immediate Past-President shall solicit nominations for Board positions prior to Annual General Meetings, conduct the annual elections, provide orientation of new Board members, and advise the new Board of the previous Board’s deliberations.

(d) The Secretary or designate shall attend all meetings of Nature Lethbridge and of the Board and keep accurate minutes of the same; obtain a current membership list of all members of Nature Lethbridge with their email addresses from the Treasurer and file this with the Annual General Meeting minutes each year; and provide copies of the bylaws of Nature Lethbridge and the Board of Directors Handbook to all new Board members each year. In the absence of the Secretary, their duties shall be completed by a designate appointed by the Board.

I The Treasurer shall collect and receive the annual membership fees and other funds paid to Nature Lethbridge and be responsible for paying expenses incurred by Nature Lethbridge. The Treasurer shall also keep a membership list and provide it to the Secretary and the Communications Director.

(f) The Communications Director shall oversee Nature Lethbridge’s newsletter, website, and social media accounts.

(g) Records of Nature Lethbridge shall be available for viewing by any member upon providing reasonable notice in writing to the appropriate member of the Board.

ARTICLE VIII - NATURE ALBERTA

Nature Lethbridge shall be a member of the Federation of Alberta Naturalists and shall have the rights and obligations of a member as stated by the Federation’s By-laws.

ARTICLE IX – BYLAWS

The bylaws may be rescinded, altered or added to by a “Special Resolution”, passed by a majority of not less than three-quarters (¾) of such voting members as are present at a general meeting of which written notice of at least twenty-one (21) days has been given specifying the proposed resolution as a Special Resolution. If approved, a copy of the special resolution shall be provided to the Corporate Registry Department under the Societies Act of Alberta.

ARTICLE X – DISSOLUTION

In the event that Nature Lethbridge shall disband or be dissolved or liquidated at any time in the future, all of its assets and properties remaining after all debts have been paid shall be transferred to another non-profit charitable organization or organizations having objects similar to those of Nature Lethbridge, which has/have been selected by the Board beforehand.

DATED AT LETHBRIDGE IN THE PROVINCE OF ALBERTA, THIS 12TH DAY OF OCTOBER 2022.

SPECIAL RESOLUTION

I hereby certify that the following special resolution was passed at a meeting of the members of Nature Lethbridge on October 12, 2022.

The Bylaws were changed as follows:

The existing Bylaws are repealed. They are replaced by the attached Bylaws.

_______________________
David Scott
President