WESTWOOD PARENT ASSOCIATION
- The name of this organization will be Westwood Parent Association and may be referred to as the Parent Association or Association herein.
- Westwood Community High School will be referred to herein as Westwood.
- The Board or Board of Directors shall refer to the committee of elected Officers (President, Vice President, Secretary, Treasurer, or Secretary/Treasurer) and up to four Directors (including the Casino Coordinator).
- All Members are responsible for behaving in accordance with the Bylaws and objectives of the Association.
- The Association Bylaws and operations will be in accordance with the laws of Alberta, the Societies Act, and other governmental legislation relating to the Association’s operation and objects.
- The Bylaws may be rescinded, altered, or added to by a “Special Resolution.” Changes to the Bylaws do not come into effect until the Special Resolution is registered at Corporate Registry. Special Resolutions sent to Corporate Registry shall be dated and verified by a person authorized by the Association.
- Any questions regarding the proper application and interpretation of these Bylaws shall be determined by the Chair of any Association meeting. The Chair’s decision may be appealed by a voting Member and can be overturned by a simple majority vote at a Special General Meeting of the Membership called in accordance with the Conflict Resolution clause in these Bylaws.
- General Management
- The registered office of the Association is located within the School.
- The mailing address for all communication or correspondence shall be the registered office of the Association.
- To maintain integrity, minute books and financial records will be securely stored and may be inspected by any Member in good standing of the Association upon reasonable request, including the reason for the inspection.
- Such inspection may only take place at the registered office of the Association, in the presence of an Board member, and dual control (two people present, one of whom must be a Board member) will be maintained at all times.
- The Association shall not collect, use, share, or store personal information for purposes other than those of Association business, and shall destroy it appropriately once it is no longer needed.
- The Association will adhere to Personal Information Protection Act (PIPA) guidelines as required by Alberta legislation, and voluntarily, where appropriate.
- Any person having a vested interest in the educational well-being of students enrolled at Westwood Community High School, residing in Alberta, being the full age of 18 years, who has completed the membership requirements and is in good standing with the Association, is eligible to become a Member of the Association. Members of the Association, Voting and Associate, have speaking privileges at any Annual General Meeting or Special General Meeting of the Association Membership or any public meeting of the Board.
- A completed membership form, submitted to and verified by the Secretary, is required for membership. The information collected will correspond with the information required by the Societies Act of our Register of Members of the Association and to confirm that the majority of the Members of the Association are parents or guardians of students currently enrolled at Westwood. Membership must be renewed annually.
- Parents and guardians, who are members in good standing, shall become voting Members.
- Any other person, with a vested interest in the educational well-being of students enrolled at Westwood, shall become an Associate Member.
- No Membership fee shall be charged.
- Any Member wishing to withdraw from membership may do so upon giving notice in writing or verbally to the Board through its Secretary.
- Any Member, upon a majority vote of all Members of the Association in good standing and present at a Special General Meeting of the Membership called for that purpose, may be suspended or expelled from membership for any cause that the Association may deem reasonable.
- Voting Membership
- The majority of the Members of the Association will be parents or guardians of students currently enrolled at Westwood.
- Any parent or guardian of a student enrolled at Westwood, having met the qualifications listed in II 1. A, B, and C above, shall become a Voting Member of the Association.
- Membership for voting is automatically withdrawn once the member’s child is no longer enrolled at Westwood.
- Irregularities or errors done in good faith do not invalidate acts done by any General Meeting of the Membership or meeting of the Board. No action taken at a meeting is invalid due to accidental omission to give notice to any Member, any Member not receiving any notice, or any error in any notice that does not affect the meeting.
- GENERAL MEETINGS OF THE MEMBERSHIP
- ANNUAL GENERAL MEETING OF THE MEMBERSHIP (AGM)
- An Annual General Meeting of the Membership, or AGM, will take place on or before June 15 of each year, by setting the date early in the school year and posting it regularly in the published minutes and agendas or by providing 14 days’ notice in writing using whatever medium is the most effective means used for communication distribution to the Membership at the time. If a Special Resolution will be proposed, no less than 21 days’ notice will be required.
- Only matters set out in the notice for the AGM may be considered at the AGM.
- At this meeting, there shall be elected: a President, a Vice President, a Secretary, a Treasurer (or a Secretary-Treasurer, if the voting membership at the AGM so decides), and up to four Directors, one of whom is specifically elected to the role of Casino Coordinator.
- Quorum at the Annual General Meeting of the Membership shall be three voting Members.
- If quorum cannot be attained at the meeting, a General Meeting of the Membership will be scheduled for the same day, time, and location the following week. The voting Members in attendance at that General Meeting will constitute quorum for the purposes of conducting Annual General Meeting business such as election of Officers, determining signing authority, and approval of financial statements.
- SPECIAL GENERAL MEETING OF THE MEMBERSHIP (SGM)
- A Special General Meeting of the Membership, or SGM, may be called at any time by the Secretary upon the instructions of the President or Board by providing no less than 14 days’ notice in writing using whatever medium is most effective means used for communication distribution to the Membership at the time. If a Special Resolution will be proposed, no less than 21 days’ notice will be required, specifying the intention of the Special Resolution.
- Only matters set out in the notice for the SGM may be considered at said meeting.
- Quorum at a SGM shall be 7 members, 5 of whom must be voting Members with at least 2 being elected Officers of the Association.
- Board Members are elected by voting Members at an AGM held annually on or before June 15.
- Candidates must be Members in good standing.
- Notification of the nomination procedure will be included with the notice of the election.
- The term of office shall be complete at the end of the meeting at which successors are elected unless written notice of resignation is submitted to the Board.
- The maximum number of consecutive terms, in the same Officer or Director position on the Board, shall be four consecutive terms.
- Any vacancy occurring during the year may be filled at the next meeting, provided it is so stated in the notice calling such meeting.
- General Meetings of the Membership
- Any voting Member, including each Member of the Board, who has not withdrawn from membership and who has neither been suspended nor expelled shall have the right to vote at any Annual or Special General Meeting of the Membership.
- Such votes must be made in person and not by proxy or otherwise.
- Members will vote by show of hands or by secret ballot, when so requested by any Member, where 50% +1 will be considered the majority, except in the case of a Special Resolution.
- In the case of a tie, the motion is defeated.
- Special Resolutions
- Special Resolutions will mean a resolution passed at a General Meeting of the Membership of which not less than 21 days’ notice in writing whatever methods are deemed most successful or provided verbally by telephone or in person, specifying the intention to propose the resolution has been duly given and by the approval of not less than 75% of those Members entitled to vote in attendance.
- Borrowing Powers
- For the purposes of carrying out its objectives, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall only be exercised under the authority of the Association, and in no case shall debentures be issued without the sanction of a Special Resolution of the Association.
- Non-Voting Membership
- The Principal and Staff of Westwood Community High School can choose to have an Associate Membership only.
- As Associate Members, the Principal and all other staff members shall serve as resource people and in an advisory capacity; however, they will not have voting rights at any General Meeting of the Membership or Meeting of the Board.
- Neither the Principal nor any Staff shall have signing authority for the Association.
- The Principal, by virtue of the School Act, shall have the power of veto relating to actions directly affecting the School building, staff, or students, but not relating to financial expenditures, revenues, or investments of the Association.
- All other persons having a vested interest in the educational well-being of students enrolled at Westwood, who are not parents or guardians, shall be non-voting Associate Members who shall have the right to speak but not vote at any Annual General, Special General Association Meetings, or Regular Board Meetings.
- Conflict Resolution
- If at any time 10 Members, or 5 Members and greater than 50% of the Board Members, of the Association are of the opinion that the Association is in a state of conflict such that its operation is significantly impaired, they may deliver a written “Special General Meeting of the Membership” request signed by all of them to all Board Members.
- Upon receipt of such, the President will call a Special General meeting of the Membership, providing due notice, as stated, and Members in attendance will have an opportunity to hear and discuss the issues causing conflict.
- On motion, a vote shall be held respecting a proposed resolution to the conflict, and if a majority of voting members present vote in favour of the resolution proposed, the Association will immediately act upon the resolution, as directed by the assembly.
- The Board shall be composed of four mandatory Officers, who shall not be related or share the same address: President, Vice President, Secretary, and Treasurer, four optional Directors, one of whom shall be specifically elected to the position of Casino Coordinator, and, if applicable, and invited by the President, a Past Board Member who shall have the privileges of Associate Membership, unless the Past Board Member is a parent or guardian of a student still enrolled at Westwood.
- The Board shall, subject to the Bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Association.
- Any Director or Officer may resign his/her position by providing written notice to the Board committee.
- Any Director or Officer may be removed from the Board at any time, with cause, by a majority vote of the Board whenever, in its judgement, the best interest of the Association will be served.
- Duties of the Board
All Board Members will:
- Be familiar with Personal Information Protection Act (PIPA) guidelines and apply these to information collected for the Association’s purposes;
- Take the GAIN online course through the AGLC;
- Attend Annual and Special General Meetings of the Membership;
- Be prepared for, attend, and actively participate in all meetings of the Board;
- Actively support the initiatives and actions of the Association;
- Approve, where appropriate, policy and other recommendations received from the Board and its standing committees;
- Review the Bylaws and recommend Board-approved Bylaw changes to the Membership;
- Review the Board’s structure, approve changes, and prepare necessary Bylaw amendments;
- Participate in the development of the Association’s plan and annual review;
- Review the annual budget for the Association and submit to the Membership for approval;
- Assist in developing and maintaining positive working relations among the Board, committees, School, and School Council to support and enhance education in the school community;
- Allow for opinions and positions of all Members to be voiced and heard in a safe, respectful environment;
- Act as a leader and an ambassador of the Association;
- Strive to reach consensus in all areas. If a consensus cannot be reached, Board Members will accept, and adhere to, the majority of the Board;
- Address operational concerns openly and with input from Board Members;
- Address personal concerns relating to Board Members’ roles privately, constructively, respectfully, and in a timely manner.
- Roles of the Board
- The President shall:
- Have general knowledge of all activities of the Association;
- Carry out duties assigned by the Association;
- Call all Meetings of the Association;
- Preside at all General Meetings of the Membership and Meetings of the Board;
- Be copied on all Association communications and will review all communications to the Membership, parent body, School community, School Council, or public prior to distribution;
- Include the Vice President in all correspondence and communications;
- Vote at any meeting;
- Be an ex-officio member of all Committees;
- Have co-signing authority.
- The Vice President shall:
- Assist the President in all Association activities and carry out other duties as assigned;
- Fulfill the responsibilities of the President as requested by the President;
- Fulfill the responsibilities of the President in the event of his/her absence, resignation, incapacity, or extended leave of absence until the next meeting, at which time, having duly notified the Membership, elections may occur to fill the vacancy of the President’s position. The Vice-President may submit his/her name to run for the President position. If he/she is successful, the Membership may then elect a new Vice President. If the Vice President is not successful, he/she will remain in the Vice President position;
- Be copied on all Association communications and will review any communications to the Membership, parent body, School, School Council, School community, or public prior to distribution;
- Have co-signing authority.
In the absence of both the President and the Vice President from meetings, a Chair may be elected or appointed by the Board to preside.
- The Secretary shall:
- Attend all General Meetings of the Membership and Meetings of the Board to keep accurate minutes of the same, and prepare these for distribution;
- Have charge of all correspondence and/or documentation of the Association;
- Be under the direction of the President and the Board;
- Keep a Register of Members of the Association and their contact information, as required by the Societies Act, and shall send all Association correspondence/notices as required;
- Ensure that records of all meetings, correspondence, and other documents are kept on file for seven years;
- Have co-signing authority.
In the absence of the Secretary, his/her duties shall be discharged by such Officer or Director as may be appointed by the Board.
- The Treasurer shall:
- Receive all monies paid to the Association and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union, or Treasury Branch selected by the Board;
- Properly account for funds of the Association, keep such books as may be directed, and disburse funds as required’
- Present a full, detailed account of receipts and disbursements to the Board whenever requested
- Prepare, for submission to the AGM, a duly audited statement of the financial position of the Association, and shall submit a copy of the same to the Secretary for the records of the Association;
- Prepare, and submit with Board approval, any financial reports required by organizations and agencies in a timely manner;
- Have co-signing authority which, for this Association, will be a minimum of four elected Officers of the Association.
- The Casino/Gaming Coordinator shall:
- Complete and submit an authorized form to AGLC identifying who is eligible to act on behalf of our Association;
- Complete all necessary applications for casinos;
- Coordinate volunteers for the Casino;
- Be familiar with the license date expiry and Use of Proceeds.
- The Past Board Member shall:
- Serve in an advisory capacity only at the invitation of the President
- Not have voting privileges on Board decisions, but may contribute to Board discussions.
- Standing and ad hoc committees will be formed as necessary by the Board and will operate on an ongoing basis with specified lengths of terms for Members.
- Committees will meet outside of Meetings of the Board or General Meetings of the Membership to complete their assigned tasks as per the direction of the Board and present a report of their activities at meetings as requested.
- REGULAR MEETING OF THE BOARD
- A Regular Meeting of the Board shall be called at the frequency determined by the Board that will permit their duties to be accomplished. All Members of the Association are allowed to attend and observe Regular Meetings of the Board. At the discretion of the President, Members may participate in discussions and ask questions, but shall not be permitted to make, second, or vote on a motion.
- Regular Meetings of the Board will be announced to all Board members by providing no less than ten days’ notice in writing through the most effective means agreed upon by the Board or three days’ notice verbally by telephone or in person.
- Quorum at any Regular Meeting of the Board shall be three Members of the Board, one of whom must be an elected Officer.
- Regular Meetings of the Board may be held without notice if a quorum of the Board is present, provided that any business transactions shall be ratified at the next Regular Meeting of the Board; otherwise they are null and void.
- A topic to be discussed at a Regular Meeting of the Board may be deemed to be “in camera” or closed to anyone the Board chooses should the Board determine, by majority vote of those Board present, that the topic is of a personal, sensitive, or confidential nature.
- SPECIAL MEETING OF THE BOARD
- A Special Meeting of the Board shall be called by the Secretary upon the instruction of any two Board Members or by providing no less than ten days’ notice in writing using the most effective means agreed upon by the Board or three days’ notice verbally by phone or in person, to all Board Members setting forth the reasons for such a meeting.
- Quorum at a Special Meeting of the Board shall be any four Board members.
- All or any portion of a Special Meeting of the Board may be deemed to be “in camera” or closed to anyone the Board chooses should the Board determine, by a majority vote of those present, that the content of the meeting or agenda is of a personal, sensitive, or confidential nature.
- Board Meetings
- Only Board Members may vote.
- Each Member of the Board will have one vote.
- Such votes must be made in person and not by proxy.
- Board Members shall vote with a show of hands where 50% +1 will be considered the majority.
- In the case of a tie vote, the motion is considered defeated.
- The President, the Vice President, or the Treasurer may authorize an electronic vote, if a decision needs to be made by the Board between in-person meetings. In the case of an electronic vote, a quorum shall be constituted when 60% of the Members of the Board cast a vote by email, using “Reply All”. The email vote shall remain open for 48 hours unless the motion receives 60% approval or rejection prior to 48 hours.
- Any motion made electronically will be formally recorded in the minutes of the next Board meeting.
- Policies and Procedures
- A Policy and Procedures Manual may be created, maintained, and reviewed annually by the Board. Members in good standing my put forward policies to the Board for consideration and/or implementation.
- FISCAL OBLIGATIONS
- The books, accounts, and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two Members of the Association without signing authority, elected for that purpose at the Annual General Meeting of the Membership.
- A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor for presentation at the Annual General Meeting of the Membership.
- The fiscal year of the Association in each year shall be May 1 to April 30.
- Unless authorized at any meeting and after notice for the same shall have been given, no Officer, Director, or Member of the Association shall receive any remuneration for his/her services.
- Association Seal
- The Association has not adopted an Association Seal.
- Insurance and Indemnity
- Insurance: For the purpose of carrying out its objectives, the Association will annually review and carry liability insurance as deemed necessary by the Board, or if required by the policies of the School or School Board.
- Indemnity: Provided appropriate insurance is in place, each Officer and Director holds office with protection from the Association.
- The Association indemnifies each Officer and Director against all costs or charges that result from any act done in his/her role for the Association.
- The Association does not protect any Officer of Director for acts of fraud, dishonesty, or bad faith.
- No Officer or Director is liable for the acts of any other Officer, Director, or Member.
- No Officer or Director is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Association.
- No Officer or Director is liable for any loss due to an oversight or error in judgement, or by an act, in his role for the Association, unless the act is fraud, dishonesty, or bad faith.
- In the event of the dissolution of the Association, which shall require a Special Resolution of the Membership, the assets remaining after payment of all debts and liabilities shall be transferred to Westwood Community High School with exception of gaming proceeds.
- All remaining gaming proceeds, after payment of all debts and liabilities, shall be disbursed to eligible charitable groups or purposes as per Alberta Gaming and Liquor Commission regulations.
These bylaws have been accepted in a Special Resolution passed by a majority vote of the Members entitled to vote at an Annual General Meeting of the Westwood Parent Association on June 6, 2019.
121 Leggett Street
Fort McMurray, AB T9K 2N7
184 Grosbeak Way
Fort McMurray, AB T9K 0L6
125 Brosseau Crescent
Fort McMurray, AB T9K 2H1
172 Burton Place
Fort McMurray, AB T9K 1V4
147 Killdeer Way
Fort McMurray, AB T9K 0P8
104 Westwood Crescent
Fort McMurray, AB T9H 5C3
Westwood Parent Association BYLAWS –Approved June 2019Page