As Ammended and Adopted at the Annual General Meeting May 1, 1998

Table of Contents

1. Name of the Society

a) The name of the society is Alberta Pro-Life.

2. Objects of the Society

The objects of the society are:

a) To promote respect for life from the moment of conception to natural death.

b) To promote the right to life as the basic human right on which all other rights depend.

c) To uphold and defend this right to life, both before and after birth.

d) To effect positive change, through education and advocacy, in public attitudes and public policy with regard to pro-life issues.

e) To unify the pro-life movement in Alberta.

f) To work cooperatively with the numerous international, national, and local pro-life groups to prevent unnecessary duplication and to help each organization be effective in its own sphere of influence.

g) To cooperate with other like-minded organizations to effect joint action on pro-life issues.

h) To stimulate the creation of local pro-life groups in communities across Alberta.

3 Definitions

3.1 In these By-Laws the singular shall include the plural and the plural the singular. The masculine shall include the feminine.

4 Membership

4.1 There are three (3) classes of members: individuals, amalgamated groups, and affiliated groups.

a) Individual Members: Any individual of at least 18 years of age.

b) Amalgamated Groups: Local Alberta Pro-Life Chapters. Their membership and membership fees are handled by Alberta Pro-Life.

c) Affiliated Groups: Local pro-life organizations who run their own membership and pay an annual affiliation fee to Alberta Pro-Life.

d) Honorary membership: Shall be granted by the Board of Directors to deserving persons.

e) Friends of Alberta Pro-Life: Shall be individuals or groups who do not wish to become members but wish to be kept abreast of the activities of the Society. This is not a class of membership.

4.2 Any member may be suspended for cause from membership by a majority vote of the Board for any cause which the Board deems reasonable, provided that member has first been given the opportunity to address the Board.

4.3 Any member may withdraw from the association at any time by written notice to the secretary. The member shall not be entitled to a refund of any portion of the fees that the member has paid.

5 Fees and Assessments

5.1 Membership fees shall be as follows:

a) Individual members shall pay an annual fee to Alberta Pro-Life. The amount will be determined by the Executive Committee subject to the approval of the Board of Directors.

b) Amalgamated Groups will have their members pay directly to Alberta Pro-Life as if they were individual members.

c) Affiliated Groups will pay an affiliation fee to Alberta Pro-Life based on the membership. The amount will be determined by the Executive Committee subject to the approval of the Board of Directors.

d) Honorary members will pay no fees.

e) Friends of Alberta Pro-Life will pay no membership fees since they are not members but they may be charged a fee to cover the cost of mailings.

6 Board of Directors

6.1 The property and business of Alberta Pro-Life shall be managed by a Board of Directors consisting of not less than ten (10) Directors.

6.2 The Board shall, subject to the by-laws and the directions given it by majority vote at any general meeting of the society, have full control and management of the affairs and property of the society.

6.3 One third of the board members shall constitute a quorum.

6.4 Every member in good standing is eligible to stand for election to the Board of Directors.

6.5 Directors shall be elected at the Annual General Meeting to a term of two years beginning at the close of the Annual General Meeting. Directors may serve a maximum of three (3) terms in succession. The only exception to this limit is in the case of the Immediate Past President. If the outgoing President has served three (3) terms as a Director, he may serve one (1) additional term as a Director in order to fulfill his duties on the Executive Committee as Immediate Past President. He may not, however, serve an additional term as President. A past Director may return to the Board after an absence of at least one (1) term.

6.6 The office of Director shall be automatically vacated:

a) If a Director resigns his office submitting a written resignation to the president or Executive Director of the society.

b) On the death of the Director.

c) If the Director ceases to be a member in good standing of the society

6.7 Between Annual General Meetings, the Board of Directors may appoint additional members to the Board.

6.8 The retiring Director shall remain in office until dissolution or adjournment of the Annual General Meeting at which his term ends.

6.9 The Board of Directors shall meet at least twice per year.

6.10 Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that at least fifteen (15) days notice shall be given to each Director.

6.11 Directors shall not receive any remuneration for their services as Board Members.

6.12 Honorary Directors may be appointed to the Board for two year terms. Honorary Directors may participate in Board meetings but may not vote. A nomination for an Honorary Director shall be proposed by the Executive Committee, subject to the approval of the Board of Directors.

6.13 Emergency meetings of the Board of Directors may be held without notice provided a quorum exists. However, any motions passed or decisions made at such an emergency meeting must be ratified at the next regular Board of Directors meeting or they are null and void.

6.14 Every member in good standing may attend the Annual General Meeting and vote in the election for Directors. Members shall mark “yes” or “no” opposite the name of each nominee on the ballot. Every nominee receiving more affirmative than negative votes from the members present and voting shall be declared a Director.

6.15 Any Director may be removed from his Directorship by a sixty percent (60%) majority vote of the Board for any cause which the Board deems reasonable.

7 Executive Committee

7.1 The Board of Directors shall elect the officers of Alberta Pro-Life who, together shall form an Executive Committee consisting of at least the following positions:

a) President

b) Vice-President of Programs and Projects

c) Vice-President of Membership

d) Vice-President of Fundraising

e) Treasurer

f) Secretary

g) Immediate Past President

7.2 Between Board of Directors meetings, and subject to instructions given it by the Board or the membership, the Executive Committee shall have control of the operation of the Society.

7.3 The Executive Committee shall be elected at the first Board of Directors meeting following the Annual General Meeting. Their terms shall be for one year, ending after the Board meeting immediately following the next Annual General Meeting. At this same Board meeting, Directors shall be elected to all other standing and ad hoc positions and committees of the Board.

7.4 Meetings of the Executive Committee shall be held as often as necessary to manage the affairs of the Society. Meetings shall be called by the President or his designate or by any three Executive Members.

7.5 Meetings of the Executive Committee may be held in person or by teleconference as long as a quorum exists.

7.6 Quorum for Executive Committee meetings is five (5) Executive Committee members.

7.7 Emergency meetings of the Executive Committee may be held without notice provided a quorum exists. However, any motions passed or decisions made at such an emergency meeting must be ratified at the next regular Executive Committee meeting or they are null and void.

7.8 Both the Executive Committee and the Board of Directors may appoint committees, either standing or ad hoc, to carry out the objectives of the society.

7.9 Members of the Executive Committee shall not receive any remuneration for their services as Executive Committee members.

7.10 A Member may resign from the Executive by notifying the Secretary in writing of such resignation.

7.11 Vacancies on the Executive Committee shall be filled by election at the next Board of Directors meeting.

7.12 Any Executive Committee Member may be removed from his position on the Executive Committee by a majority vote of the Executive Committee for any reason the Executive Committee deems reasonable.

8 Duties of the Executive Committee Members.

8.1 The President shall be the chief executive officer of the association and is ex-officio a member of all committees. He shall, when present, preside at all meetings of the Society, the Board, and the Executive. He shall sign all by-laws and other documents requiring the signature of the officers of the Society.

8.2 The Vice-President of Programs and Projects shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. He shall be responsible for managing the ongoing and special programs and projects of the Society.

8.3 The Vice-President of Membership shall be responsible for the maintenance and grow of the membership of the Society.

8.4 The Vice-President of Fundraising shall be responsible for managing the ongoing and special fundraising projects of the Society.

8.5 The Treasurer shall be responsible for the financial affairs of the Society. He shall promptly account for the funds of the Society and keep such books as may be directed by the Executive. He shall present a full and detailed account of receipts and disbursements to the Executive or Board of Directors whenever requested. He shall prepare for submission and approval to the Annual General Meeting a statement, duly audited, of the financial position of the Society. He shall present to the Annual General Meeting a budget of revenues and expenses for the upcoming fiscal year.

8.6 The Secretary shall attend all meetings of the Society, Board of Directors, and Executive Committee and act as clerk thereof and record all votes and minutes of all proceedings. He shall give notice of all meetings of the above bodies to those eligible to attend.

8.7 The Board may appoint an Executive Director who shall be the chief administrative officer of the Society but not a Director. He shall be a member of the Executive Committee and such committees to which the Board may from time to time appoint him. He shall administer the business and affairs of the Society. He shall be subject to the authority and direction of the Executive Committee, and during the intervals between meetings of the Executive Committee, to the authority and direction of the President.

9 Meetings

Annual General Meeting

9.1 The Annual General Meeting shall be held before May 31 in each year.

9.2 All Members of the Society shall be informed, by written notice mailed to their address on record at the Society, of the time and place of the meeting at least fourteen (14) days prior to the meeting.

9.3 The Annual General Meeting shall be held for the purpose of receiving reports from the Executive Committee, electing Members to the Board of Directors, and whatever other business as may come before the Members.

9.4 Voting shall be in person and not by proxy.

9.5 Twenty-five (25) Members eligible to vote at the Annual General Meeting shall constitute a quorum.

Special Meetings

9.6 Special Meetings of the Society may be called at any time by the President.

9.7 A Special Meeting shall be called by the President upon receipt by him of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting.

9.8 All Members of the Society shall be informed, by written notice mailed to their address on record at the Society, of the time and place of the Special Meeting and of the business to be brought before the meeting at least fourteen (14) days prior to the meeting.

9.9 Voting shall be in person and not by proxy.

9.10 Twenty-five (25) Members eligible to vote at the Special Meeting shall constitute a quorum.

9.11 All members in good standing of the Society are entitled to vote at Annual General Meetings and at Special Meetings of the Society.

10. Records of the Society

10.1 An audit of the financial transactions of the Society shall be made each year by an auditor(s) designated by the Executive. The audited financial statements shall be made available to the membership of the Society.

10.2 The auditor(s) shall be a duly qualified accountant or two Members of the Society appointed for this purpose by the Executive.

10.3 A complete and proper statement of the audited financial records for the previous year shall be submitted by the Treasurer at the Annual General Meeting of the Society.

10.4 The correspondence, books, and records (financial or otherwise) of the Society may be inspected by any Member of the Society at the Annual General Meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the Executive Member(s) having charge of same.

10.5 The fiscal year of the Society shall be from January 1 to December 31.

10.6 Any correspondence received by an Executive Member must be brought before the Executive.

11 Borrowing Powers

11.1 For the purpose of carrying out its objectives, the Society may borrow money in such manner as it sees fit. Any borrowing must be approved in advance by the Board of Directors. The Board of Directors must also specify the means by which the borrowed funds will be repaid.

12 Amendments to the By-Laws

12.1 The By-Laws can only be amended by means of a Special Resolution as defined in Section 1(d) of the Societies Act.

12.2 Any Member may propose an amendment to the By-Laws of the Society. This proposal must be submitted in writing to the Executive of the Society.

12.3 The proposed amendment may be voted on at the Annual General Meeting or at any Special Meeting. All Members shall be advised in writing at least fourteen (14) days prior to the meeting of the time, date and place of the meeting and the proposed amendment to be voted on.

12.4 Notwithstanding By-Law 12.1 and 12.3, amendments may be made from the floor at any General Meeting or Special Meeting to an amendment proposed in compliance with By-Law 12.1 and 12.3.

12.5 Any amendment must be passed by a vote of three-quarters (75%) of those present and eligible to vote at an Annual General Meeting or Special Meeting of the Society.

13 Signing Authority

13.1 The President, Secretary, Treasurer, and Executive Director have signing authority for the Society. Two signatures shall be required on all cheques.

14 Seal

14.1 The Executive may adopt a seal to be used for all proper purposes of the Society. Such seal shall be affixed to any documents requiring a seal by such Executive Members as may be authorized from time to time by the Executive. The signature of the President will authenticate the use of the seal. Custody of the seal is to be the responsibility of the Secretary.

15 Proceedings Not to be Invalidated

15.1 The proceedings at any meeting shall not necessarily be invalidated by reason of accidental omission to give notice to any Member or Executive Member or non-receipt of notice by and Member or Executive Member.

15.2 Nor shall the proceeding of any meeting be invalidated if it is found after the meeting that there had been an irregularity in the validity of voting Members.

16 Parliamentary Procedure

16.1 Except as otherwise provided in these By-Laws, all proceedings at Executive, Board of Directors, General, and Special Meetings shall be governed by Robert’s Rules of Order.

17 Distribution of Assets Upon Dissolution of This Society

17.1 In the event that this Society is voluntarily dissolved or wound up by a unanimous vote of the membership attending an Annual General Meeting, all assets of this Society shall be given over to:

a) Another pro-life organization in Canada, or

b) Some other organization dedicated to similar objects as this Society.

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