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Bylaws of the TVOS

 The Societies Act (Alberta)
BY-LAWS OF THE TURNER VALLEY OILFIELDS SOCIETY

ARTICLE I - NAME

1.01 The name of the society shall be THE TURNER VALLEY OILFIELD SOCIETY.

ARTICLE II - INTERPRETATION

2.01 Where used in these by-laws, the following terms shall have the following meanings:
(a) “Society” shall mean the Turner Valley Oilfield Society.

(b) “Board of Directors” or “Board” shall mean the duly elected Board of Directors of the Society.

c) “Business” shall mean any corporation, organization, partnership, joint venture or other association or entity having a for-profit or non-charitable purpose or objective.

(d) “Societies Act” shall mean the Societies Act, R.S.A. 1980, c. S-18, as amended from time to time.

(e) “Special Resolution” shall mean:
(i) a resolution passed by the vote, in person or by written proxy in a form
approved by the Board, of a minimum of 5 entitled to so vote and,
passed at a general meeting held upon not less than 30 days prior written notice being duly given to all members, such notice specifying the intention to propose the resolution.

(f)”AGM” shall mean Annual General Meeting


2.02 Wherever the singular, masculine or neuter is used in these by-laws, the same shall be construed as meaning the plural, feminine, corporation, society, business or other entity where the context so requires.

ARTICLE III - GOVERNING PURPOSE and OBJECTIVE

3.01 All actions, resolutions, motions and activities of the Board and the membership on behalf of the Society or in the course of their membership in the Society must be undertaken with the purpose, either directly or incidentally thereto, of furthering the goal of the Society to promote, publicize, organize or otherwise cause to be constructed an interpretive center for the Turner Valley Oilfield and the oil and gas industry, such center to be located on the site of the former Turner Valley gas plant in the Town of Turner Valley, Alberta.

3.02 To collect and preserve historical resources, history, artifacts which relate to the historic nature of the Turner Valley Oilfields area.


ARTICLE IV - MEMBERSHIP

4.01 All members of the Society shall be entitled to one vote per member at all meetings or duly held proceedings of the Society.

4.02 The Society shall have the following classes of membership:

(a) Individual Members
1. Any natural person wishing to be a member of the Society must be
willing to support the objectives of the Society and undertake to give
active support to it’s endeavors.

2. Every such individual shall be entitled to become a member upon
payment to the Society of the membership fee as proscribed from time
to time by resolution of the Board of Directors.

(b) Corporate Members

1. Any business wishing to be a member of the Society must be willing
to support the objectives of the Society.

2. Every such business shall be entitled to become a corporate member
upon payment to the Society of the membership fee as proscribed from
time to time by the Board of Directors.

3. Each Corporate member shall be entitled to no more than one vote at
any meeting or proceeding of the Society.

c) Honorary Life Members

Honorary Life members shall be those persons or businesses appointed
to such membership by and in the discretion of the Board of Directors.

4.03 The Society shall maintain a register of all members containing the name, address, date of admission and lapse of membership, and the class of membership held by that member. Such register shall be open for inspection by any member on regular business days during such hours as are determined by the Board of Directors.

4.04 Membership in the Society is not transferable.

4. Members may withdraw or resign from membership upon request in writing; provided that no membership fee or any portion thereof shall be refunded to such withdrawing member.


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ARTICLE V - MEETINGS OF THE MEMBERS

5.01 Annual General Meeting

The Society shall hold an Annual General Meeting within the Province of Alberta a minimum of once per year at a time and place to be fixed by the Board of Directors and upon no less than 20 days notice.

5.02 General Meetings

The Chair or the Board of Directors, upon 14 days notice, may call a meeting of the membership at a time and place set out in the notice and at such meeting the membership shall deal with the business as is set out.

5.03 Special General Meetings

(a) Such meetings shall be called by the Chair upon request of the members of the Society or by a majority of the Board of Directors.

(b) A special general meeting must be held within 30 days of the receipt of a proper request therefore and notice of the date, time and place of such meeting and the business to be presented thereat shall be given to the members no less than 14 days prior to the date set for such meeting.

5.04 Notice

(a) Any notices required by these by-laws to be given to members shall be sufficient if mailed to the last known address of the member and shall be deemed to have been received by the member within 7 business days of such mailing.

(b)Notice may also be given by electronic means and deemed to be received in 7 business days.

(c) Any member may at any time waive notice of any meeting.

5.05 Quorum

A quorum for the transaction of business at a meeting shall be 5
members of those listed on the Society’s register, at the time of the giving of the notice for the meeting. If a quorum is not present within ½ hour of the time set for the meeting, the Chair shall recall the meeting upon further notice to the membership for a date not more than 30 days subsequent.



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5.06 Voting

(a) Each member of the Society shall be entitled to one vote at all meetings of the Society.

(b) Proxies shall be accepted at all meetings of the Society provided that such proxy is in the form proscribed by the Board of Directors and is exercised by a member in good standing of the Society.

c) Prior to the sending of notice to the membership of the Annual General meeting in each year the Board of Directors shall approve for inclusion in all notices to the membership for the ensuing year the form of proxy to be used by the membership during that year.

(d) Every question at general meetings of the members shall be decided by a majority of the votes of the members present or by proxy unless otherwise required by these by-laws or the Societies Act.

(e) The Chair of the meeting shall not have a vote unless there is a tie in the votes cast for and against the motion in which case the Chairman shall cast the deciding vote.

(f) Every question shall be decided in the first instance by a show of hands, unless a recorded vote is demanded by any member or proxy. Upon a show of hands a declaration by the Chairman of the meeting that a resolution has been carried or not and an entry to that effect in the minutes of the meeting shall be deemed evidence of that fact. If a recorded vote is demanded the question shall be decided by a poll of the members present in person and by proxy and such poll shall be conducted and recorded by the recording secretary of the Society or in their absence by such person as is appointed by the Chair. The record of such poll shall be deemed to be the decision of the members of the Society upon the question.

ARTICLE VI - BOARD OF DIRECTORS

6.01 Powers

Subject to the provisions of these by-laws and the provisions of the Societies Act, the Board of Directors shall manage the day to day business and affairs of the Society. The board shall exercise all such powers of the Society as are not required to be exercised by the members of the Society and without limiting the generality of the foregoing the Board of Directors may:

(a) appoint such officers and authorize the employment of such persons as they deem necessary to carry out the objects of the Society and carry out the day to day activities of the Society. Such employees need not be members or Directors of the Society. Such officers must be members of the Society.


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(b) Institute policies, procedures and standards for the conduct of the affairs of the
Society provided that such may not be inconsistent with these by-laws.

c) May open one or more bank accounts for the Society, designate signing authority for such accounts in accordance with the provisions for same in these by-laws, execute all documents and do all other things incidental to or necessary for the conduct of the business of the Society with its banking institution. At all times the signing authority so designated must include the treasurer of the Society as duly elected in accordance with these by-laws and at least one other member of the Board of Directors.

(d) establish committees of the Board of Directors, standing or otherwise as it in its discretion deems advisable and establish, by appointment from among the members, the membership of such committees from time to time; Provided that each such committee must have at least on Director of the Society in its membership at all times.

6.02 Number and Election of Directors

(a) The number of directors shall be no less than five and no more than nine.

(b) The outgoing Board of Directors shall appoint from among themselves a nominating committee who shall prior to the next following AGM prepare for the consideration of the membership at the AGM a list of members to be presented for nomination to the Board of Directors of the Society for the following year. Nominations for the position of a Director of the Society may also be made at the AGM by members from the floor or by proxy. The members then present at the AGM shall, upon the close of nominations, and subject to the qualifications for Directors hereinafter set out, be asked to vote either in favor or otherwise of those nominated for the Board of Directors of the Society.

6.03 Qualification and Removal of Directors

(a) A Director of the Society must be a member in good standing of the Society.

(b) A Director of the Society may be removed without cause by resolution of the members of the Society passed at a general meeting of the Society.
(c)A Director who, without prior notice to the Board of Directors, is absent from 4 consecutive meetings of the Board of Directors, may in the discretion of the Board to be removed from the Board of Directors by resolution made at the following meeting of the Board.


6.04 Meetings of the Board of Directors

(a) The meetings of the Board must be held in the Province of Alberta.


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(b) The Board of Directors must hold a minimum of 4 meetings of the Board in each year.

c) A meeting of the Board of Directors may be called at any time and place by motion of the Board at a previous meeting or by the Chair upon 7 days notice to each of the members of the Board, such notice to be given either in writing or by direct telephone contact.
Provided that any such meeting may be held at any time and place without formal notice thereof if all Directors have signified their consent in writing to the meeting being held without notice and, if applicable, in their absence.

(d) A quorum for the holding of a meeting of the Board of Directors shall be 4 of the Directors of the Society.

(e) At meetings of the Board each director present shall have one vote and all matters shall be decided by a majority of votes cast by those directors present. In the case of an tie of votes cast, the Chairman of the meeting shall cast the deciding vote.

ARTICLES VII - OFFICERS

7.01 Election of Officers

(a) At the AGM the membership shall elect a Chairman, a Vice Chair, a Recording Secretary, a Treasurer, and a Director at Large.

(b) In the case of a vacancy occurring in one of the offices during the year, the Board shall appoint from among the membership another Director to fill such office until the next AGM.

c) The Board shall have the authority to appoint from among the Directors such other officers as the Board deems necessary or advisable for the proper conduct of the business of the Society.

7.02 Duties of the Officers

(a) The Chair shall preside at all meetings of the Board, provided that in the absence of the Chair, the Vice Chair will preside.

(b)The Vice Chair will assume all the responsibilities of the Chair in the Chairs absence.

(c)The Recording Secretary shall record the minutes of the meetings of the Board and shall be responsible for the permanent maintenance of the records of all meetings during their term.

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(d) The Treasurer shall hold the records of the books of account of the Society and shall hold the banking records of the Society. The Treasurer shall prepare and provide to the
Board a monthly statement of the financial affairs of the Society in a form and manner acceptable to the Board of Directors.
The Treasurer shall provide to the auditor, upon request of either the auditor or the Board, all of the original financial records of the Society in the Treasurer’s possession.
The Treasurer shall be one of the signing authorities of the Society.

(e) The officers of the Board of Directors shall have such other duties as assigned by resolution made from time to time as may be deemed necessary by the Board.

7.03 Remuneration

The Directors and Officers of the Society shall serve without remuneration from the Society. Provided that the Board of Directors shall have the power to reimburse to any Director or Officer any reasonable expense incurred on approved business of the Society and upon presentation to the Board of the receipts for such expenses.

ARTICLE VIII - ACCOUNTS and FUNDRAISING

8.01 Record of Accounts

The Board shall cause a record of accounts to be kept of all monies received and expended by the Society, the matters in respect of which such receipts and expenditures took place and of the assets and liabilities of the Society.

8.02 Identification of Fundraising Campaigns

In each fundraising campaign in which funds are being raised from the public, including campaigns directed toward businesses, all material or publicity soliciting such funds shall, clearly indicate if the proceeds of the campaign or any portion thereof are to be used or made available for the administrative or operating expenses of the Society’s day to day affairs.













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8.03 Public Account

All funds raised or received from the public for other than administration or operating expenses of the Society shall be held in a bank account separate and apart from all other funds of the Society and/or expended solely for the interpretive center interpreting the Turner Valley Oilfield and the history and development of the oil industry in Alberta. Neither the Board of Directors nor the membership shall be entitled or enabled to withdraw or expend or authorize the withdrawal or expenditure of funds from such account for any other purpose than that immediately aforesaid.



8.04 Fiscal Year

The fiscal year of the Society shall be at July 1st to June 30th of the following year.

8.05 Auditor

The Board of Directors shall in each fiscal year appoint an auditor of the Society to hold office for that year until further motion of the Board, whichever event shall first occur.

8.06 Audit

The books, accounts and records of the Society shall be audited at least once in each fiscal year by the auditor of the Society.

8..07 Financial Statement

A financial statement setting out the Society’s income, disbursements, assets and liabilities, audited and signed by the Society’s auditor and shall be presented at its’ AGM in each year.

8.08 Books and Records

The Board shall ensure that all necessary books and records of the Society required by these by-laws or any applicable Statute or law to be kept are regularly and properly maintained. Such books and records shall be held in a location within the Province of Alberta as directed by the Board and shall at all times be open for inspection by any member of the board and shall be available for inspection by any member of the Society upon request by such member made in writing to the Board.

ARTICLE IX - AMENDMENT OF BY-LAWS

9. The by-laws of the Society shall not be amended, rescinded, added to or altered in any way other than by special resolution of the members of the Society.


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Each rescission, alteration or addition to the by-laws of the Society shall be registered with the Registrar of Corporations for the Province of Alberta and Charities Directorate of Canada Revenue Agency.


10. Borrowing Powers

Turner Valley Oilfields Society will not hold any borrowing powers and does not have a seal.



Dated at the Town of Turner Valley in the Province of Alberta, this day of June , 2010 and adopted by the members of the Turner Valley Oilfields Society at a meeting of the members duly called and held upon notice in writing to all of the members of the Society on the date and at the place herein before written.



per;
Chairman
Turner Valley Oilfields Society




per;
Recording Secretary
Turner Valley Oilfields Society



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