ELLA Bylaws

EDMONTON LAW LIBRARIES ASSOCIATION – BYLAWS
(Consolidated with amendments to September 27, 2019)

Bylaws PDF

1. MEMBERSHIP

a. TERMS OF ADMISSION

To become a member of the Association, an applicant must be of the full age of 18 years, and complete and submit an application to the Executive of the Association for Approval by the Executive.With the exception of Student and Honorary Lifetime Members, payment of annual dues is also a requirement for membership in the Association. 

b. RIGHTS AND RESPONSIBILITIES OF MEMBERS

The membership of the Association shall consist of:

Active Members: Any person that completes an Edmonton Law Library Association membership application and pays all related dues. Active members shall be entitled to receive notification of upcoming meetings, may attend all meetings of the Association, may vote on association business and may hold office.

Honorary Lifetime Members: Any current or past active individual member who has contributed significantly to the Association over a number of years shall be eligible for nomination to the category of Honorary Lifetime Member. Voting members of the Association shall submit nominations for lifetime membership to the Secretary no less than three (3) weeks prior to the meeting at which the nomination is to be voted upon. An affirmative seventy-five percent (75%) vote of the membership in attendance at such meetings is required. Honorary lifetime members shall have all the privileges of active members but shall be exempted from paying annual dues.

Student Members: Any person enrolled in a post-secondary course of study towards an MLS-equivalent, a certificate in records management, or a library technician diploma with an interest in legal information shall be eligible for student membership. Student members shall be entitled to receive notification of upcoming meetings, and may attend all meetings of the Association. Student members may vote on association business and may hold office.

c. RESIGNATION / EXPULSION OF MEMBERS

Any member may withdraw from the Association by sending a written resignation to the Secretary of the Association.

Any member may be expelled from membership for any cause which the Association may deem reasonable upon a majority vote at a meeting of members of the Association in good standing.

d. VOTING

Members who have paid dues for the current fiscal year are considered members in good standing. Any member in good standing shall have the right to vote at any meeting of the Association. Such votes must be made in person (by show of hands) or by electronic mail to the Secretary, with the exception of voting for members of the executive, which can only be done in person. Votes may not be made by proxy or otherwise. Questions and resolutions put to a vote shall be determined by fifty-one percent (51%) of the votes cast. Twenty-five percent (25%) of members shall constitute a quorum.

2. DIRECTORS AND OFFICERS

The executive of the Association shall be comprised of a Chair-Elect, Chair, Past Chair, Secretary, Treasurer and Webmaster. Each officer must be a member of the Association in good standing and must consent to act as an officer. Officers may continue to hold the same position if re-elected. An individual may not serve on the Executive of the Association collectively for a period of greater than five (5) consecutive years. These officers together shall constitute the Executive and 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.

a. ELECTION AND DUTIES OF OFFICERS

Chair-Elect: The Chair-Elect shall be elected annually. They shall, in the temporary absence or disability of the Chair, shall perform the duties and exercise the powers of the Chair, and shall perform such other duties as may from time to time be determined by the Executive.

Chair: The Chair shall be elected annually. The Chair position is intended to be filled by the previous year’s Chair-Elect. They shall preside at all meetings of the Association and of the Executive. They shall have the general and active management of the business of the Association, including the responsibility for all program activities. They shall see that all orders and resolutions of the Executive are carried into effect and shall sign all Bylaws and other documents requiring the signatures of the Officers of the Association.

Past Chair: The Past Chair shall be elected annually. The  Past Chair position is intended to be filled by the previous year’s Chair. The Past Chair shall provide advice and guidance to the executive on matters and activities of the Association. They will also perform such other duties as may from time to time be determined by the Executive.  

Secretary: The Secretary shall be elected bi-annually. They shall attend all meetings of the Association and keep accurate minutes of the same. In case of the absence of the Secretary, their duties shall be discharged by such officer as may be appointed by the Executive. They shall keep an accurate and complete record of all members in good standing of the Association, send notice of meetings as required and collect the annual dues and other financial assessments on behalf of the Association. The Secretary will perform such other duties as may from time to time be determined by the Executive. 

Treasurer: The Treasurer shall be elected bi-annually. They shall shall have custody of Association monies, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effect in the name and to the credit of the Association and in such depositories as may be designated by the Executive from time to time. They shall disburse funds of the Association as may be ordered by the Executive, taking proper vouchers for such disbursements and shall render to the members of the Association at regular meetings or whenever required by the Executive, an account of the financial position of the Association. They shall submit audited financial records to the Corporate Registry annually and have charge of the official archives of the Association, to be made available as necessary throughout their term. They shall also sit on the HeadStart Planning Committee to serve as liaison between the Committee and the Association. The Treasurer will perform such other duties as may from time to time be determined by the Executive. Upon expiry of their term of office, the Treasurer shall give the Association all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Association.

Webmaster: The Webmaster shall be elected bi-annually. They shall be responsible for the maintenance and updating of the Association’s website. The Executive will retain responsibility for the content of the website, while the Webmaster will perform duties such as registration of the Association with the host site, update of the information contained on the site, and reporting to the membership regarding changes, additions or deletions to the website.

b. NOMINATIONS AND ELECTIONS

Nominations: The Executive shall call for nominations not later than the March meeting of every year. Nominees must be members of good standing in the Association and give written or oral notice of their willingness to stand for election.

Elections: Elections shall be held at the Annual General Meeting. Any two of the Offices of Secretary, Treasurer or Web-Master may be filled by a single person. 

c. RESIGNATION / REMOVAL OF OFFICERS

An officer of the executive may be removed from office for any cause which the Association may deem reasonable upon a majority vote of members of the Association in good standing. Alternatively, an officer of the executive may resign at any time by providing a written or oral resignation to the Executive.

d. REMUNERATION

Members of the Executive shall not receive remuneration for their services.

3. MEETINGS

a. EXECUTIVE MEETINGS

Meetings of the Executive may be held at any time and place to be determined by the members of the Executive. Three (3) members of the Executive shall constitute a quorum for the transaction of business. At all meetings of the Executive every question shall be determined by a majority of votes. Minutes of executive meetings may be kept by the Secretary or designate. There may be established such committees, standing or special, as the Association or the Executive from time to time deems necessary to carry out work of the Association.

b. GENERAL MEETINGS

Association members will be notified of general meetings and provided with an agenda, by electronic mail a minimum of ten (10) days prior to the date of the meeting. Written statements by members unable to attend may be read at the meeting. Unless otherwise ordered by the Association or the Executive, monthly meetings in each of the months September to May inclusive may be held at such time and place as the Executive shall determine. The right to vote shall be restricted to eligible members in good standing and must be made in person or by electronic mail and not by proxy or otherwise. The Secretary shall take minutes of Association meetings or appoint a designated replacement. Minutes of general meetings shall be made available to the membership via publication on the Association website.

c. ANNUAL GENERAL MEETINGS

A meeting once every fiscal year shall be designated as the Annual General Meeting (AGM). Association members will be notified of annual general meetings and provided with an agenda, by electronic mail a minimum of ten (10) days prior to the date of the meeting. Written statements by members unable to attend may be read at the meeting. The right to vote shall be restricted to eligible members in good standing and must be made in person or by electronic mail and not by proxy or otherwise. The Secretary or designate will take minutes of annual general meetings which shall be made available to the membership via publication on the Association website. The Chair shall prepare a brief annual report outlining the year’s activities and shall present this to the membership at the Annual General meeting. The Treasurer shall present a financial statement setting out its income, disbursements, assets and liabilities, audited and signed by the Association’s auditor.

d. SPECIAL MEETINGS

A special meeting shall be called upon receipt by the Executive of a petition signed by three (3) or more members in good standing who are eligible to vote, setting forth the reasons for calling such a meeting. Association members will be notified of special meetings and provided with an agenda, by electronic mail a minimum ten (10) days prior to the date of the meeting. Written statements by members unable to attend may be read at the meeting. The right to vote may be restricted to eligible members in good standing and must be made in person or by electronic mail and not by proxy or otherwise. The Secretary or designate will take minutes of special meetings which shall be made available to the membership via publication on the Association website.

4. FINANCIAL RECORDS

a. FISCAL POLICY

Members of the Executive shall have power to authorize expenditures on behalf of the Association for the purpose of furthering the objects of the Association. Members of the Executive shall take such steps as they may deem requisite to enable the Association to receive donations and benefits for the purpose of furthering the objects of the Association. The Executive is not authorized to borrow money on behalf of the Association.

b. FEES / DUES

The annual dues for each category of members shall be determined by a majority of members present at a meeting specified by the Executive. Fees and dues shall be published on the ELLA website.

c. FISCAL YEAR

The fiscal year of the Association shall begin on the first day of September in each year and end on the last day of August of the next year.

d. ACCOUNTS

The Executive shall keep proper books of account with respect to all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditures take place, all sales and purchases by the Association, the assets and liabilities of the Association and all other transactions affecting the financial position of the Association. The books of account shall be kept by the Treasurer and shall at all times be open to inspection by members.

e. AUDITING

The books, accounts and records of the Treasurer shall be audited at least once each year by a member of the Association. The Auditor shall be elected by eligible members in good standing anytime between September 1st and June 30th. The annual audited Financial Statement shall be made available to members via the website. The Treasurer shall file the “Annual Return for Society”, accompanied by the audited Financial Statement with Alberta Registries for approval annually.

The books, accounts and records of the Association may be inspected by any member of the Association at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Executive shall at all times have access to such books and records.

f. SIGNATURES & CERTIFICATION OF DOCUMENTS

Contracts, documents or any instrument in writing requiring the signature of the Association, shall be signed by the Chair and the Treasurer, and all contracts, documents, and instruments in writing so signed shall be binding upon the Association without further authorization or formality.

5. WEBSITE

The Association shall maintain a website. The website will be the official communication channel of the Edmonton Law Libraries Association. Paper copy documents of archival value to the association shall be stored by the authority of the Executive. Minutes taken by the Secretary or designate shall be made available to the membership via publication on the Edmonton Law Libraries Association website.

6. BYLAWS

The bylaws may be rescinded, altered or added to only by a “Special Resolution”. Proper notice of a proposed special resolution must set out the text of the special resolution and be provided to members not less than twenty-one (21) days prior to the meeting at which the special resolution is to be discussed.

7. ASSOCIATION’S SEAL

The Edmonton Law Libraries Association has not adopted a Societies seal.