Indemnity. CBA Alberta may, in the discretion of the Board, indemnify any Director or former Director and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or to satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being, or having been a Director of CBA Alberta, if:
They acted honestly and in good faith with a view to the best interests of CBA Alberta; and
In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.
The individual shall repay the moneys if the Director or former Director does not fulfill the conditions of Section 6.1(a) and (b).
Notice. Any notice or communication which is to be sent, delivered or served by CBA Alberta to a Member or Director, including notices given pursuant to Section 3.13, 3.30, 4.2 and 4.4 shall be sufficiently given if delivered personally to the person to whom it is to be given, or if delivered to his or her recorded address, or if mailed to him or her at his or her recorded address by prepaid ordinary or air mail, facsimile or e-mail to him or her at his or her recorded e-mail address, if any, or if sent to him or her at his or her recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch; and a notice so sent by email shall be deemed to have been given when sent to the recorded address. The Secretary may change or cause to be changed the recorded address of any Member or Director in accordance with any information believed by him or her to be reliable.
Remuneration of Directors. Excepting the President, members of the Board and the Executive Committee shall not receive remuneration for performing the duties of their office. In the discretion of the Board, an honorarium may be paid to the President.
Delegation. The Board may, by resolution, delegate any of its powers and duties under these Bylaws to one or more persons or committees. A person or committee to whom a power or duty is given under these Bylaws may in writing delegate the power or duty to one or more persons or committees.
Amendment of Bylaws. The Bylaws shall not be amended except by Special Resolution.
Dissolution. CBA Alberta may be dissolved by Special Resolution. Upon the dissolution of CBA Alberta and after the payment of all debts and liabilities, the remaining property of CBA Alberta shall be distributed or disposed of to CBA National.
Exercise of Executive Director’s Powers and Duties. Where it is provided in the Bylaws that a power or duty may or shall be exercised by the Executive Director, in the absence of an Executive Director, such duties may or shall be, as the case may be, exercised by the President.
