Board and Executive Committee

Governing Body and Branch Executive. The governing body of CBA Alberta is the Board. For the purposes of CBA National’s Bylaw Number 1, the Executive Committee is the branch executive.
Composition of the Board. The Board shall consist of not less than 11 Directors and not more than 13 Directors and shall be comprised of the following:
1. President;
2. Vice President;
3. Treasurer;
4. Secretary;
5. Past President;
6. At least one Member from North Alberta, excluding the City of Edmonton (the “North Alberta Position”);
7. At least one Member from South Alberta, excluding the City of Calgary (the “South Alberta Position”);
8. At least one Member from North Alberta who is under 40 years of age at the date of nomination and/or who was first called to the bar, in Alberta or in any other jurisdiction, in the 10 years immediately preceding the date of nomination (“North Young Lawyer Position”); and
9. At least one Member from South Alberta who is under 40 years of age at the date of nomination and/or who was first called to the bar, in Alberta or in any other jurisdiction, in the 10 years immediately preceding the date of nomination (“South Young Lawyer Position”); and
10. The balance being Directors at large (“Directors at Large”), (the positions set out in Section 3.2(f) – (i) are referred to collectively as, the “Positions” and individually as, a “Position”).
Qualifications of Directors. Each Director shall:
1. Be an individual of at least 18 years of age;
2. Be a Member in good standing of CBA National and a member in the active (regular) membership or scholar membership category of CBA National;
3. Not have been declared incapable by a court in Canada or in another country;
4. Not have the status of a bankrupt; and
5. Be resident in Alberta.
Powers of the Board. The Board is empowered to:
1. Manage and supervise the management of the activities and affairs of CBA Alberta and oversee the implementation of the policies and operations of CBA Alberta in accordance with the Act, the Application, the Act of Incorporation, the bylaws and regulations of CBA National and the Bylaws;
2. Exercise the same powers in respect of CBA Alberta as the CBA National Board exercises in respect of CBA National, except to the extent that those powers may be limited by or under authority of the bylaws of CBA National;
3. By resolution of the Board, establish and revise regulations and policies which govern CBA Alberta’s activities, including without limitation regulations and policies in respect of the following:
  1. the procedures and criteria for the creating, merging and/or dissolving of Sections;
  2. signing authorities for execution of documents generally and for execution of cheque and bills of exchange;
  3. financial policies and procedures, including preparation and approval of the budget for CBA Alberta;
  4. public statements and submissions;
  5. review of the Bylaws and governance structure; and
  6. the nomination of Members as candidates for Director and the office of Secretary.
4. Delegate authority and responsibility for implementation of CBA Alberta’s regulations and policies to the Executive Committee, committees, subcommittees, task forces, the Executive Director and/or employees of CBA Alberta;
5. Appoint any committees, subcommittees or task forces, as the Board may consider necessary and advisable, and may, by resolution designate such further committees, subcommittees or task forces and the powers and duties of any committee, subcommittee or task force, including, without limiting the generality of the foregoing, appoint a nominating committee; and
6. Create, dissolve or merge branch Sections in accordance with the Sections Regulation of CBA National and CBA National’s Bylaw Number 1.
Executive Committee. The Executive Committee of CBA Alberta shall consist of the individuals holding the following offices:
1. President;
2. Vice President;
3. Treasurer;
4. Secretary; and
5. Past President.
Powers and Duties of the Executive Committee. The authority, powers and duties of the Executive Committee and of each member of the Executive Committee shall be as determined by the Board. Without limiting the generality of the foregoing:
1. President. The President shall have such powers and duties as may from time to time be determined by the Board. The President shall, when present, act as chairman and preside at all meetings of the Members, the Executive Committee and of the Board. The President, subject to the authority of the Board, shall have general management and supervision of the day to day affairs and operations of CBA Alberta. The President shall perform the duties set out in CBA National’s Bylaw Number 1 to be performed by the president of a branch;
2. Vice President. The Vice President shall have such powers and duties as the Board or the President may from time to time determine. During the absence or inability of the President to act, the duties and powers of the President may be exercised by the Vice President, and if the Vice President exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto;
3. Treasurer. The Treasurer shall have such powers and duties as the Board or the President may from time to time determine. The Treasurer shall keep proper accounting records in compliance with the Act, including without limitation full and accurate accounts of all receipts and disbursements of CBA Alberta;
4. Secretary. The Secretary shall have such powers and duties as the Board or the President may from time to time determine. The Secretary shall also be ex officio clerk of the Members, the Executive Committee and of the Board and shall ensure that minutes of proceedings for all meetings of the Members, the Executive Committee and of the Board are recorded in the books kept for that purpose. The Secretary shall ensure that the notices required to be given, pursuant to the Bylaws or otherwise, to the Members and Directors, are given; and
5. Past President. The Past President shall perform such duties as the Board or the President may from time to time determine.
Executive Director and Employees. The President may from time to time authorize the employment of such persons as he or she deems necessary to carry out the Objects of CBA Alberta. Without limiting the generality of the foregoing, the President may appoint an Executive Director.
Board – Appointment, Election and Terms. All Directors, other than members of the Executive Committee, shall be elected by the Voting Members and shall serve terms of 2 years, subject to Section 3.9, and a maximum of two continuous terms.
Staggered Board Terms. The Board shall ensure that the terms of:
1. the North Alberta Position and the South Alberta Position;
2. the North Young Lawyer Position and the South Young Lawyer Position; and
3. those Directors who are not members of the Executive Committee;
are staggered such that one-half of the members of each of the above listed subparagraphs are vacant at the end of each Annual Period.
Executive Committee – Election of Secretary and Automatic Progression. All members of the Executive Committee shall serve a term expiring at the end of the Annual Period. The Secretary shall be elected by the Voting Members. All other members of the Executive Committee shall be appointed each year as follows, subject to Section 3.29:
1. The retiring Secretary shall be appointed to the office of Treasurer;
2. The retiring Treasurer shall be appointed to the office of Vice President;
3. The retiring Vice President shall be appointed to the office of President; and
4. The retiring President shall be appointed to the office of Past President.
Eligibility for Nomination.
1. Every Member who meets the criteria set out in Section 3.3 shall be eligible for nomination as a candidate for Director. Every Member who is eligible for nomination as a candidate for Director is eligible for nomination as a candidate for the office of Secretary.
2. A Member is ineligible for nomination as a candidate for Director or the office of Secretary if that Member has served (i) on the Executive Committee, or (ii) as a director of CBA National, at any time during the Annual Period in which the Nomination Period occurs or at any time during the two (2) Annual Periods immediately preceding such Annual Period;
3. A Member is ineligible for nomination as a candidate for the office of Secretary if the Member has served as a (i) Director, or (ii) director of CBA National, at any time during the Annual Period in which the Nomination Period occurs;
4. A Member is ineligible for nomination as a candidate for the office of Secretary if the Member is from the same District as the Member who holds the office of Secretary at the time of the nomination, excepting where the Board has waived this requirement; and
5. A Member may only run as a candidate for Director or the office of Secretary, but not both.
Nomination of Candidates for Board and Secretary.
1. Any three Voting Members may nominate a Member as a candidate for Director or the office of Secretary; and
2. Every nomination must be (i) signed by the three Voting Members, other than the Member nominated; (ii) must be endorsed with or accompanied by the written consent of the Member nominated; and (iii) must be received by the Executive Director during the Nomination Period.
Notice of Nomination Period and Notice Election.
1. The Executive Director may send to each Voting Member notice of the Nomination Period, provided that such notice shall be sent prior to the commencement of the Nomination Period;
2. The Executive Director shall send to each Voting Member notice of the election and the date determined pursuant to Section 3.14(c).
Voting. Upon receipt of the list of candidates, the Executive Director shall send to each Voting Member:
1. Biographical data pertaining to each candidate;
2. Ballots; and
3. Notification of the date on which completed Ballots must be received by the Executive Director.
Electronic Methods. Electronic processes may be used for:
1. Sending the notices and information referred to in Sections 3.13 and 3.14, including Ballots;
2. Voting; and
3. Counting and recording votes.
Eligibility to Vote. All Voting Members are eligible to vote to elect candidates as Directors and to the office of Secretary.
Counting Votes. After the deadline for receipt of Ballots has passed, the Executive Director shall count the votes and shall provide the President with:
1. A list of the successful candidates;
2. The number of votes received by each candidate; and
3. An accounting of any balloting discrepancies due to spoilage or other factors.
Retention of Ballots. The Executive Director shall retain all Ballots received and any votes cast by electronic means until authorized by the Board to destroy the Ballots and electronic votes.
Successful Candidates - Board. Subject to Sections 3.9 and 3.20 hereof, the successful candidates shall be those candidates who received the greatest number of votes, up to the number of Directors to be elected.
Order of Preference. If a candidate meets the qualifications for one or more of the Positions that will be vacant after the then current Annual Period, the votes for such candidate shall be counted in each of the following subparagraphs in the order listed below and if such candidate fails to be elected for the first category, the votes for the candidate shall then counted for the next subparagraph, and so on, until either the candidate is elected, or there are no further subparagraphs:
1. A Director at Large;
2. North Alberta Position or South Alberta Position; and
3. North Young Lawyer Position or South Young Lawyer Position.
Notwithstanding the foregoing, if the application of the above results in a vacancy for any Position, the candidate shall be considered as filling such Position if it would result in more Directors being elected. If there are more than one candidates to whom this part could apply to, the candidate or candidates with the least number of votes shall be used to fill a vacant Position first.
Acclamation. If the operation of Section 3.20 shall result in the number of candidates being equal to or less than the number of vacancies for any of subparagraphs 3.20(a) to (c), inclusive, then the Executive Director may declare the election of such candidate or candidates to be acclaimed.
Successful Candidate – Secretary. The successful candidate for the office of Secretary shall be the candidate who receives the greatest number of votes.
Resolving Tied Vote. If an equal number of votes are cast for two or more candidates, then the Executive Director shall advise the candidates with the tied votes of the tie and permit the candidates 48 hours to decide amongst themselves which candidate(s) shall be elected, failing which the Executive Director shall select, by random means, the successful candidate(s).
Notification of Election Results. After acclamation pursuant to Section 3.21 or election pursuant to Sections 3.19 and 3.22, the Executive Director shall notify all of the candidates of the election results.
Resignation and Removal of Directors. Any Director or any member of the Executive Committee may resign at any time by letter sent to the President, or in the event of resignation of the President, by letter sent to the Vice President. A Director or a member of the Executive Committee shall be removed from his or her office in the event that he or she ceases to meet the eligibility requirements set out in Section 3.3. A Director or a member of the Executive Committee may, by resolution passed by not less than 75% of the Board, be removed from his or her office.
Continuation in Office - Directors. Directors shall continue in office until their respective successors are duly elected, appointed or otherwise designated in accordance with the Bylaws, or until such Directors resign or are removed in accordance with the Bylaws.
Continuation in Office – Executive Committee. Members of the Executive Committee shall continue in office until their respective successors are duly elected, appointed or otherwise designated in accordance with the Bylaws, or until such members resign or are removed in accordance with the Bylaws.
Vacancy - Board. If there is a vacancy on the Board, including where a Director resigns or is removed prior to the expiration of his or her term, the Board may either (a) leave the position vacant until the next election; (b) appoint a member meeting the eligibility requirements set out in Section 3.3; or (c) call an election. A Director appointed or elected pursuant to this Section shall serve a term equal to the remainder of the departed Director’s term.
Vacancy – Executive Committee. If a member of the Executive Committee resigns or is removed prior to the expiration of his or her term, the Board may either:
1. leave the office vacant until the next election; or
2. appoint a member meeting the eligibility requirements set out in Section 3.3 to fill the vacancy until the next election.
For clarity, any member appointed to the vacated office shall hold such office only until the next election and shall not be entitled to appointment to another office on the Executive Committee pursuant to Section 3.10.

Prior to the next election, the Board must elect either:
1. for the election of a candidate to the office which the departed member of the Executive Committee would have been appointed to pursuant to Section 3.10; or
2. for the election of a candidate to the office of Treasurer. In the event of (d), the appointment of Executive Committee members set out in Section 3.10 shall be varied and each member shall be appointed to the offices immediately succeeding the offices which they would have been appointed to pursuant to Section 3.10 but for such vacancy. The foregoing shall only apply to the office which the departed member of the Executive would have been appointed to and each office which succeeds this office, as set out in Section 3.10. If an office of the Executive Committee is to be filled by election pursuant to this Section 3.29, the provisions of Part 3 governing eligibility, nomination, acclamation and voting for the office of Secretary shall apply to such office.
Meetings of the Board. The Board shall meet at least twice per Annual Period at the dates, times and places determined by the President. The President or any member of the Executive Committee may call a meeting of the Board. Meetings of the Board may be held at the place within Alberta and at the time the President determines. At the discretion of the President, a Director may participate in a meeting of the Board by electronic means, telephone or other communication facilities that permit all persons participating in the meeting to hear or otherwise communicate with each other. A Director participating in a meeting by electronic means, telephone or other communication facilities is deemed to be present at the meeting.
Notice of Meetings. Notice of the time and place of a meeting of the Board shall be delivered to each Director not less than seven (7) days before the time fixed for the meeting. The statement of the Secretary that notice of a Board meeting has been given pursuant to the Bylaws shall be sufficient and conclusive evidence of the giving of such notice. A Director may waive, in any manner, notice of a meeting of the Board. Attendance of a Director at a meeting of the Board is a waiver of notice, except where a Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. The accidental failure to give notice of a meeting of the Board to any Director or any error in the notice not affecting its substance does not invalidate any action taken at the meeting to which the notice relates.
Chairperson and Conduct of Meeting. The chairperson of any meeting of the Board shall be the first mentioned of the following officers present and willing to act: President, Vice President, Treasurer, Secretary, and Past President. The chairperson of any meeting of the Board will conduct the proceedings at the meeting in all respects. The chairperson’s decision on any matter or thing relating to procedure is conclusive and binding on the Board.
Adjournment. With the consent of the Directors present at a meeting of the Board, the chairperson may adjourn the meeting to another fixed time and place. If a meeting of the Directors is adjourned by one or more adjournments for an aggregate less than 30 days, it is not necessary to give notice of the adjourned meeting, other than by verbal announcement at the time of the adjournment. If a meeting of the Board is adjourned by one or more adjournments for an aggregate of 30 days of more, notice of the adjourned meeting must be given.
Quorum. Fifty (50%) percent of the Directors constitutes a quorum. If a quorum is present at the opening of a meeting, the Directors present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting and such loss of quorum shall not invalidate any of the actions taken or business transacted at the meeting.
Voting. Voting at a meeting of the Board must be by show of hands of those Directors present in person or by verbal poll of those present by telephone or other communication facilities. At every meeting of the Board, each Director present shall have one (1) vote. At every meeting of the Board, all question proposed for consideration of the Directors must be decided by a majority of votes. The chairperson does not have a casting vote.
Resolution in lieu of Meeting. A resolution in writing signed by all the Directors entitled to vote on such resolution shall be valid and effectual as if it had been passed at a Board meeting duly called and constituted and such written resolution shall satisfy all of the requirements of the Bylaws relating to meetings of the Board. Resolutions in writing may be signed in counterparts.
Transitional. In accordance with Section 3.9 hereof, following the first election of Directors following registration of these Bylaws with the Registrar, as defined in the Act, the Executive Director will select, by random means, which Directors shall serve for a term of one (1) year instead of two (2) years, unless the Directors of each subparagraph in Section 3.9 come to an agreement as to which Director shall serve an initial term of one (1) year.

Bylaws

Board and Executive Committee