STREETS ALIVE FAMILY SUPPORT ASSOCIATION

BYLAWS (Approved Draft)

ARTICLE 1 - PREAMBLE

• 1.1 The Society

            The name of the society is Streets Alive Family Support Association, referred to as the Society.

• 1.2 The Bylaws

            The following articles set forth in the Bylaws of Streets Alive Family Support Association

ARTICLE 2 - DEFINING AND INTERPRETING THE BYLAWS

• 2.1 Definitions - In these Bylaws, the following words have these meanings.

• 2.1.1 Act means the Societies Act R.S.A. 2000, chapter S-14 as amended,

or any statute substituted for it.

• 2.1.2 Annual General Meeting means the annual general meeting and is the only

            General Meeting as   described in Article 5.5.

• 2.1.3 Board means the Board of Directors of this Society.

• 2.1.4 Bylaws mean the Bylaws of this Society as amended.

• 2.1.5 Director means any person elected or appointed to the Board including the Chair.

• 2.1.6 Local Church means any Christian Church within the area surrounding the City of Lethbridge, Alberta

• 2.1.7 Executive Director means the person hired by the Board to manage the affairs of the Society.

• 2.1.8 Member means a Member of the Society as described in Article 3.1

• 2.1.9 Member in Good Standing means a member who has completed and signed the membership application and Statement of Faith and who has paid membership dues for the current membership year.

• 2.1.10 Notice: Notice means an announcement in a newspaper, flyer, a community bulletin board, a facsimile or email. The notice must be published by one or more methods with the intention of reaching all members. Telephone calls, voice mail and text messages are not acceptable transmission for a notice.

• 2.1.11 Officer means any Officer listed in 4.1.4.

• 2.1.12 Register of Members means the register maintained by the Board of Directors containing the names of the voting members of the society.

• 2.1.13 Society means Streets Alive Family Support Association

• 2.1.14 Special Meeting means the special general meeting described in Article 5.6.

• 2.1.15 Special Resolution means a resolution passed at a General Meeting of the membership of this Society. There must be seven (7) days' notice for this meeting. The notice must state the proposed resolution and any special resolution must have approval by a vote of 75% of the voting members who vote in person.

•2.2     Interpretation

• 2.2.1 The following rules of interpretation must be applied in interpreting these Bylaws.

• 2.2.2 Singular and Plural: words indicating the singular number also include the plural, and vice-versa.

• 2.2.3 Corporation: words indicating persons also include corporations.

• 2.2.4 Headings are for convenience only. They do not affect the interpretation of these Bylaws.

• 2.2.5 Liberal Interpretation: these Bylaws must be interpreted broadly and generously.

ARTICLE 3 - OBJECTS OF THE SOCIETY

•3.1  The objects of the society are detailed in the Article of Incorporation

ARTICLE 4 - MEMBERSHIP

•4.1  Membership:

• 4.1.1 Membership in the society shall be open to:
• a. Churches and registered charities.
• b. Individual members of the community at large.

• 4.1.2 All members shall complete an initial membership application and agree to and sign the Society's Statement of Faith.

•4.2  Rights & Privileges of Members:

• 4.2.1 Members in good standing have the right to:

     a. One vote at Annual General and Special Meetings as long as they have been a           member for ninety (90) days prior to an Annual General or Special Meeting..

b. Nominate new board of directors (Nomination form Addendum II)

c. Promote the society in their local church

d. Serve as committee members

•4.3     Membership fees:

• 4.3.1 Membership fees shall be determined annually by the board prior to the Annual General Meeting.

•4.4     Membership Year:

• 4.4.1 The membership year shall be from January 1 to December 31 each year.

•4.5     Termination:

• 4.5.1 Any member wishing to withdraw from membership may do so upon presenting written notice to the Board through its secretary.

• 4.5.2 If a member is in default of its obligations to make contributions at the minimum level specified, for a period of six months after the end of any year in which it pledged to make such contribution, then said membership shall be considered lapsed. A lapsed member is no longer considered a member in good standing, and forfeits its voting rights.

• 4.5.3 Any member upon a 75% vote of members of the Society, present at an Annual or Special Meeting may be expelled from membership for conduct that is contrary to the Society's objectives, values or Statement of Faith.

•4.6     The society shall maintain membership with Victory Churches of Canada.

ARTICLE 5 - THE GOVERNMENT OF THE SOCIETY

•5.1     Governance and Management of the Society

• 5.1.1 The governing body of the Society shall be the Board of Directors nominated and elected at each Annual General Meeting .

• 5.1.2 The Board shall, subject to the bylaws or directions given to it by a majority vote at any meeting properly called and constituted, have full responsibility, control and management of the affairs of the society.

• 5.1.3 The Board seeks to discern the will of God for the vision and direction of the society.

•5.2     The Board of Directors

• 5.2.1 The Board shall consist of no less than five (5) and no more than nine (9) Directors.

• 5.2.2 If membership on the Board drops to less than five (5) members, the Board shall conduct no further business other than bringing the number of members back to a minimum of five.

• 5.2.3 If there is a vacancy on the board, the remaining Directors may appoint a member in good standing to fill the vacancy for the remainder of the term. Any appointment will be ratified by the membership at the next Annual General Meeting.

• 5.2.4 The Board shall have no more than two members from any member church

• 5.2.5 No more than one member from an immediate family (husband, wife, children, siblings) may be members of the board of directors simultaneously.

• 5.2.6 The Board may hire a paid executive director to carry out management functions under its direction.

• 5.2.7 The Board shall consult with Victory Churches of Canada prior to making any changes to the executive director position.

• 5.2.8 Each Director shall take office immediately following the Annual General Meeting.

• 5.2.9 Each Board member must participate in fund raising events for the society.

•5.3        Qualifications for Board of Directors:

   (a)  All Directors shall must be qualified as prescribed on the nomination form and nominated    

         for election by the nominating committee. (Addendum II)

            (b) Must complete an application form and comply with all requirements stated in

                  the application form.

•5.4           Term of Office

• 5.4.1 Each director shall serve a term of either one(1) or three (3) years

• 5.4.2 One (1) year terms will be served by Directors not previously elected or by previously elected directors who have not been in office the preceding year.

• 5.4.3 A Director who has completed an initial one(1) year term shall be eligible to be nominated to a three (3) year term at the Annual General Meeting that marks the completion of their one (1) year term.

• 5.4.4 A director may serve a maximum of three consecutive three year terms. The close of their terms shall be staggered to provide continuity in the governance of the society.

• 5.4.5 At the completion of three consecutive terms a Director must be absent from the Board for a period of at least 1 year before being re-nominated to the Board.

• 5.4.6 The board may nominate one (1) Director Emeritus from those directors retiring from the board after serving three consecutive terms. Once approved by the membership, the Director Emeritus will serve a three year term.

•5.5    Election of the Directors

• 5.5.1At the General Meeting during which these by-laws are adopted the voting members elect

            the following Directors.

• a. Three (3) Directors, each serving a term that ends at the close fo the third Annual General Meeting following the Annual General Meeting at which these Directors were elected.

• b. Three (3) Directors, each serving a term that ends at the close of the second Annual General Meeting following the Annual General Meeting at which these Directors were elected; and

• c. Two (2) Directors, each serving a ter that ends at the close of the first Annual General Meeting following the Annual General Meeting following the Annual General meeting at which these Directors were elected.

• 5.5.2 At each succeeding Annual General meeting of the Society, Voting Members elect a maximum of three (3) Directors each serving a term that is either one (1) or three (3) years as outlined in section 5.4.2 and 5.4.3

•5.6                      Powers and Duties of the Board

            The Board has the powers of the Society. The powers and duties of the Board include the following:

            (a)  Promoting the objects of the Society;

            (b)  Promoting membership in the Society;

            (c)  Maintaining and protecting the Society's assets and property;

            (d)  Approving an annual budget for the Society;

            (e)  Approve policies for the Society;

            (f)  Appointing legal counsel as necessary;

            (g)  Selling, disposing of, or mortgaging any or all of the property of the Society; and

            (h)  Without limiting the general responsibility of the board, delegating its 

                   responsibilities and duties to the paid Executive Director of the Society.

•5.7        Officers

        The officers of the Society are the Chair, Vice-chair, Secretary, and Treasurer. The officers hold office until re-elected or until a successor is elected.

• 5.7.1 The Officers of the Board shall be elected by the Directors at a meeting immediately following the Annual General Meeting.

•5.8           Chair 

                  The chair shall be an ex-officio member of all committees. She/he, will preside at all meetings of the Society and of the Board. In the absence of the Chair, the Vice-Chair may preside at any such meetings. In the absence of both, any director may be appointed chairperson for the duration of that meeting

• 5.8.1 The Chair shall determine the agenda for the Society meetings with input from the Board, its committees and staff.

•5.9              Vice Chair

                  The Vice-Chair assumes the Chair's responsibility in her/his absence and must maintain a close working relationship with the Chairperson.

•5.10          Secretary

                  The Secretary shall be responsible for the minutes of all meetings of the Board and General Meetings of the Society.

• 5.10.1 The Secretary shall have charge of all correspondence of the Society and shall be given direction by the Board through the Chair.
• 5.10.2 The Secretary shal keep a record of all members of the Organization and their addresses, send all notices of the various meetings as required, and keep the official documents of the Society.
• 5.10.3 The Secretary shall act as custodian of all records and reports of the Society and committees.
• 5.10.4 The Board may delegate some of the duties of the Secretary to paid staff.

•5.11          Treasurer

                  The Treasurer:

                  (a)  Shall collect and receive the annual fees;

                        (b)       Shall ensure all monies paid to the Society are deposited in a chartered bank, treasury branch, credit union or trust company chosen by the Board;

                  (c)  Shall ensure a detailed account of revenues and expenditures is presented to the board as  requested;

                  (d)  Shall ensure an audited statement of the financial position of the society  is  prepared and  presented to the Annual General Meeting and submit a copy of the  Secretary for the records of the Society;

(e)  Chairs the Finance Committee of the Board;

                  (f)  Carries out other duties assigned by the Board;

                  (g)  The Board may delegate some of the duties of the Treasurer to paid staff.

•5.12 Executive Director

The executive director shall be present at all Board of Directors meetings. 

In areas of "conflict of interest" with the executive director being on the board, the executive director must be excused from the board meeting for those parts of the meeting.

•5.13                      Committees

• 5.13.1 The Board may appoint such standing committees or ad-hoc committees as it deems necessary.

• 5.13.2 The Standing Committees are, Executive Committee, Finance Committee, Nominating Committee, Personnel Committee and Policy Committee.

• 5.13.3 Terms of reference for all committees shall be developed in writing and shall be approved by the Board.

• 5.13.4 Minutes shall be kept for all committee meetings and filed with the Secretary.

• 5.13.5 Each Committee Chair shall submit a report to be presented at the Annual General Meeting.

• 5.13.6 Committee chairs shall be appointed by the board of directors at any regular board meeting.

• 5.13.7Notice of a committee meeting by the Committee Chair may be written, faxed, emailed, or given by telephone message.

• 5.13.8 The Board of Directors has the authority to remove or replace committee members.

ARTICLE 6  - MEETINGS OF THE SOCIETY     

•6.1              Meetings of the Board

             Meeting of the board shall be as often as may be required but at least four times per annum and shall be  called by the chair.

•6.2              Notice of Meetings  

                   Meetings of the Board shall be called by seven (7) days notice in writing, or by three (3) days notice by email or telephone.

•6.3              Special Board Meetings

             A Special Board Meeting may be called on the instructions of  any two (2) Directors provided they request the Chair, in writing, to call such a meeting and state the business to be brought before the meeting.

•6.4              Quorum

             Fifty (50%) of the Directors shall constitute a quorum for meetings of the Board. A minimum of 4 Members, including fifty (50%) of the Directors shall constitute a quorum at any General or Special Meeting of the Society.

•6.5              Annual General Meeting

                   The Society shall hold an Annual General Meeting on or before March 31 each year.  The board shall set the place, date, and time of the meeting.  Notice in writing to the last known address of each member shall be delivered by email or in the mail twenty one (21) days prior to the date of the meeting.

• 6.5.1 Annual reports shall be given by the Chair, Treasurer and Committee Chairs.

•6.6              Special General Meetings  

             Every General Meeting other than the Annual General Meeting is a Special General Meeting. A Special General Meeting may be called at any time;

                  (a)   By a resolution of the Board of Directors.

                        (b)   Upon written request of at least four (4) Directors.  This request must state the reason for the Special General meeting and the motion(s) intended to be submitted. 

                  (c)   Upon the written request of one-third of the voting members. This request must state the reason for the Special General meeting and the motion(s) intended to be submitted.  

                 The secretary shall mail or email a notice to each member at least Seven (7) days before the Special General Meeting. This notice shall state the place, date, time and purpose of the

• 6.7.1 Only the matter(s) set out in the notice for the Special General Meeting shall be considered at the Meeting.

• 6.7.2 Any Special General Meeting shall have the same method of voting and the same quorum requirements as the Annual General Meeting.

ARTICLE 7- FINANCE AND OTHER FINANCIAL MATTERS

•7.1     The Registered office

The registered office of the society is located in Lethbridge, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board as long as this change is communicated to the Corporate Registry

•7.2              Finance and Auditing

ARTICLE 7  - REMUNERATION

• 7.2.1 The fiscal year of the society shall commence January 1 and end on December 31 of each year.

• 7.2.2 There must be an audit of the books, accounts and records of the Society at least once each year. At each Annual General Meeting of the Society, the auditor submits a complete statement of the books for the previous year.

• 7.2.3 No Member, Director or Officer of the Society shall receive any payment for his/her services as Member, Director or Officer

• 7.2.4 With the approval of the Board, a Director may be reimbursed for all expenses necessarily and reasonable incurred by him/her while engaged in the affairs of the Society.

•7.3        Seal of the Society

• 7.3.1 Corporate Seal - The Society may have a metal indent seal, which shall be kept in the custody of the Secretary of the Society unless the Board decides otherwise.

• 7.3.2 The Seal shall be used for: contracts, reviews and audits, honorary certificates, and any other documents as approved by the Board.

• 7.3.3 The Secretary has control and custody of the seal, unless the Board decides otherwise.

• 7.3.4 The Seal of the Society shall only be used by those officers authorized by the Board. The Board must pass a motion to name the authorized Officers.

•7.4        Cheques and Contracts of the Society

• 7.4.1 The designated Officers of the Board sign all cheques drawn on the monies of the Society. Two signatures are required on all cheques. The Board may authorize the Executive Director to sign cheques for certain amounts and circumstances. The Executive Director may not sign his own pay cheque.

• 7.4.2 All contracts of the Society must be signed by the Officers or other persons authorized to do so by resolution of the Board.

•7.5     Borrowing Powers

• 7.5.1 The Society may borrow or raise funds to meet its objectives. The Board shall decide the amounts and ways to raise money, including giving or granting security.

• 7.5.2 The Society may issue debentures to borrow funds only by resolution of the Board and confirmed by a Special Resolution of the Society.

ARTICLE 8  - ARBITRATION

•8.1              The Board shall attempt to resolve any society or board disputes. Failing that, the  Board shall avail itself of other options, including, but not limited to arbitration rules in practice in the Province of Alberta.

ARTICLE 9  -   BYLAWS

•9.1              The Bylaws may be rescinded, altered or added to by a special resolution at an Annual General Meeting of the Society.  

ARTICLE 10  -  DISSOLUTION

•10.1          In the event the Society is dissolved, any funds or assets remaining after paying all debts shall become the property of Victory Churches of Canada. 

ADDENDUM 1

STATEMENT OF FAITH                         

1.         Both the Old and New Testaments are the inspired Word of God.  The Bible is the complete written revelation of God's message for mankind and is the final rule and authority in all matters of Christian life and faith.

2.         God is the creator of all things, infinitely perfect, and eternally existent in three persons, Father, Son, and Holy Spirit.

3.         Jesus Christ is the Son of God.  He became man, and died on the cross as the sacrifice for our sins. His suffering, death and subsequent resurrection provide the only ground for justification and salvation. All who believe this and receive Jesus Christ as Savior and Lord become the children of God.

4.         The ministry of the Holy Spirit is to glorify the Lord Jesus Christ, and during this age to convict people, regenerate the believing sinner, indwell, guide, instruct, and empower the believer for godly living and service.

5.         Man was created in the image of God, but fell into sin and is, therefore, lost and only through regeneration by the Holy Spirit can salvation and eternal life be obtained.

6.         There will be a personal and imminent return of the Lord Jesus Christ, and his belief has a vital bearing on the personal life and service of the believer. With His return there will be a bodily resurrection of the dead.  All who believe will inherit eternal life with the Lord, and all who do not believe will be subject to judgment and eternal separation from God.

7.         During his public ministry the Lord cared for the spiritual, emotional and physical well-being of those in need and calls his followers to do likewise.

DATED this ____________________   day of _____________________________   A.D.  __________.

NAME: ______________________________________________________________________________

ADRESS:____________________________________________________________________________                     

OCCUTION__________________________________________________________________________

SIGNATURE:   _______________________________________________________________________   

 ADDENDUM I1

Board of Directors Nominations Form

A potential Board Member for the society needs to have a clear mandate from the leadership of his/her local church to be a leader for the society. Please prayerfully consider if you have members of your local congregation who would qualify serving as a board Member. Review the following criteria and forward this to the current Chairperson;

Calling (Exodus 31:2)

Individuals who are called to be leaders

Must have a passion for the Lords work

Desire to bring support and healing to the under-privileged in our community

Character (1 Timothy 3:1-10)

Must be strong, tested and proven in character and filled with the Holy Spirit and wisdom. (Acts 6:3)

Must be living for Christ and manifest sound Biblical transformation and demonstrates clear Biblical worldview

Must be individuals who are matured in Christ and live selfless lives

Must be individuals who are experiencing some level of freedom from life's past hurts

Must be loving and caring demonstrating fruit of the Spirit

Must be unified with the vision and philosophies and Statement of faith of Streets Alive Family Support Association

Capabilities (Exodus 31:3-11)

Must be gifted and able to lead as board member

Must have organizational experience

Must be a team player

Commissioned (Number 27:23 & Exodus 31:6)

Must be commissioned to that work by the leadership of their local church

Applicant name: _______________________________________________________________________________

Church name: _________________________________________________________________________________

Pastors name: _________________________________________________________________________________

Signature: __________________________________________________

Date:__________________________

Criteria for churches to appoint potential board-members for Streets Alive Family Support Association