Party Bylaw & Party Program Revision
Membership Participation Request:
The Independence Party
Party Bylaw Revision - Membership Participation Request:
The Board of Directors Policy Committee for The Independence Party of Alberta has been working on revisions to the Party Bylaws and the Party Program. The objective is to benefit the membership by ensuring the operation of the Party is managed in the spirit in which it was intended.
The goal of the Policy Committee has been to enhance the operation of the Party by ensuring the Bylaws and Party Program are clear, concise and better equipped to protect the Party in situations it may face in the future.
To this effect, recommendations for changes to the Bylaws and Party Program shall be submitted to the membership for approval at the
Annual General Meeting on April 20, 2024, in Carstairs, Alberta.
As part of this process, the Policy Committee is requesting input from all members.
If members have recommendations for changes to the Bylaws and the Party Program, the Board of Directors requests that you submit your proposed revisions by March 1, 2024
with the subject “BYLAW RECOMMENDATIONS”.
- The name of the society shall be the “Alberta Independence Party Association”. Informally, the society may be referred to as “The Independence Party” or “The Party”.
Article 1: Membership
1.1 The Association has two membership classifications:
- General Members.
1.2 All Members will be Canadian Citizens or Permanent Residents of Canada (as defined by applicable laws) who meet the following criteria:
- Reside in Alberta, or have resided in Alberta for at least 6 of the previous 12 months;
- Show appropriate proof of residency;
- Show interest in joining the Association by personally authorizing an application for membership;
- Review, keenly support, and comply with the principles of the Association; e. Have paid the prescribed membership fee, personally or through an immediate family member;
- The Party Board shall determine membership fees;
- A member of the Association is automatically a member of the Party; h. No Member is, as an individual, liable for any debt or liability of the Association.
1.3 Proof of Membership
- A member in good standing is anyone who has a current membership number provided, or on file, by the Association.
1.4 General Member Rights
Every Member in good standing is entitled to:
- Attend, participate and vote in any Annual General Meeting (AGM) or Special General Meeting (SGM) of their Constituency Association (CA), and attend any portion of their Constituency Association Board of Directors meeting that is not in-camera;
- Vote for the Board of Directors of their Constituency Association at the CA AGM;
- Attend, participate and vote in any Annual General Meeting and Special General Meeting of the Party that is not in-camera;
- To be eligible to vote at any level all voters must be a member in good standing a minimum of 21 days prior to the vote.
1.5 Officers shall be members in good standing.
- In addition to the above items, those persons wishing to become Association Officers will:
- Formally review, acknowledge, and comply with the Party’s Oath of Rights and Freedoms;
- Formally review, acknowledge, and comply with the Party’s
iii. Formally review, acknowledge, and comply with the Party’s Code of Conduct.
- Officers will be subject to evaluations.
- There is an Officer Reinstatement Policy.
- Officer Rights In addition to the above general Member rights, every Officer in good standing is entitled to:
- Attend and participate in any Board of Directors meeting that is not in camera;
- Attend, participate and vote at any AGM or SGM that is not in-camera; iii. Become a Director on their local Constituency Association Board of Directors;
- Become a Director on the Party Board of Directors provided they meet any additional standard set by the Party Board of Directors or by a committee struck for that purpose;
- Become an MLA nominee after meeting minimum criteria standards.
1.6 Membership Record Keeping
- The Membership Director shall maintain a current list containing, at minimum, every Member’s full name, including: first name, middle name(s) or initials and birth year; physical residential address including postal code and mailing address including postal code, if the mailing address is different from the residential address; contact information, including email address, and if applicable, telephone numbers; the name of the Constituency Association to which the Member belongs; and The expiry date of the Member’s membership. For the purposes of membership management and constituency outreach, this information will be made available to each Constituency Association President, except as expressly prohibited by privacy laws.
1.7 Resigning from the Association
- An Officer or Member may resign their membership by supplying a formal resignation letter, email, or social media posting to the Association, such resignation shall be effective immediately upon receipt.
- Unpaid membership fees will be considered a resignation.
- The Board will develop policies and procedures regarding Officer and Member Code of Conduct, suspension and revocation of memberships, in addition to having and open and transparent process for appeal.
- Any member who engages in conduct that is deemed improper, unbecoming and/or likely to cause disrepute to the interest and/or reputation of the Party as determined by the majority of the Board of Directors may face disciplinary action up to and including termination of membership.
Article 2: Board of Directors
2.1 Authority of the Board of Directors of the Party
The Board shall have the authority to conduct the affairs of the Association between AGMs as empowered by election from the membership. The duties of the Board shall include:
- Promoting the objects of the Association;
- Establishing policies and procedures as may be necessary for the governance of the Association, the Party, and all Constituency Associations;
- Hiring the Executive Director to operate the Association;
- Regulating the duties and setting the salary for the Executive Director and ensuring that the Executive Director and subordinate managers properly regulate the duties and set appropriate salaries for the remainder of the Association’s employees;
- Maintaining and protecting the assets and property of the Association; f. Preparing and approving the annual budget for the Association;
- Maintaining all accounts and financial records of the Association and the Party, and ensuring the keeping of proper books of account thereof; and h. Without limiting the general responsibility of the Board, delegating its power and duties to the Executive Director of the Association.
2.2 Board of Directors
- All Directors are volunteers and they will receive no remuneration. The Board may establish such policies and procedures as may be necessary to allow for the reimbursement of reasonable expenses incurred by Directors while carrying out their duties.
- To be eligible for a Board position a person has to be an Officer of the Party in good standing. Refer to Article 1 Membership.
- Board positions are 1-year terms which commence at the close of the latest AGM and conclude at the close of the AGM where their successor is elected.
2.3 Director Accountability
- Any Director may be removed, suspended, or reinstated from the Board of Directors by 2/3 vote of the entire Board of Directors. Any such change to the Board of Directors must be communicated to the CAs or posted to the Party website in a timely manner.
- A member who holds any elected Party position or designation may be censured by or suspended from the Association and Party by a 2/3 vote of the Board of Directors for conduct that is in substantial contradiction to the Bylaws.
- The Board shall consist of maximum 20 elected Directors.
- The Board will consist of the following positions:
- Policy Director
- Communication Director
vii. Membership Director
viii. Fundraising Director
- Constituency Association Director
- Political Strategy Director
- Ten (10) directors at large
2.5 Selection of Board of Directors
- Interim Board of Directors will be open to nomination and voting during the November 2019 SGM.
- During the 2020 AGM and subsequent AGMs the Board of Directors will be determined by nomination and voting.
2.6 General Duties
- The Leader will be a Director while they hold that title.
- The Leader’s authority includes that specified for the Leader of the Party pursuant to law.
iii. The Leader shall promote and advance the objectives of the Association as approved by its members.
- The Leader shall be elected by the members of the Party and must receive a majority, 50 +1%.
- The Leader must be confirmed annually by a 60% majority vote of the membership.
- If the Leader fails to achieve the 60% majority, the Leader will resign immediately, and a Leadership race will be held.
- Chair meetings (AGM, SGM, Board).
- Responsible to develop and disburse meeting agendas a minimum of 7 days prior to the meeting taking place.
iii. Responsible to have meeting minutes disbursed within 7 days of the meeting taking place.
- Has custody of the reports from the Chief Financial Officer. v. Has custody of the meeting minutes.
- In the case of absence of the President, either by refusal or inability to act, the duties of the President shall be discharged by such officer as may be appointed by the Board.
- Treasurer (Chief Financial Officer)
- Oversee preparation of the financial statements and budgets. ii. Maintain or cause to be maintained the financial records of the Associate and of the Party.
iii. Oversee preparation and submission of the such reports as are required by law.
- In the case of absence of the Treasurer, either by refusal or inability to act, the duties of the Treasurer shall be discharged by such officer as may be appointed by the Board.
- Will prepare accurate and concise minutes of all meetings of the Association and of the Board.
- Will maintain or cause to be maintained the non-financial records of the Association and Party.
iii. Will register the Association, these Bylaws and any changes thereto with the Societies Registrar.
- In the case of absence of the Secretary, either by refusal or inability to act, the duties of the Secretary shall be discharged by such officer as may be appointed by the Board.
- Policy Director
- Serve as the Chair of the Policy Committee and shall have the primary responsibility to organize and manage all meetings and processes related to the consideration and adoption of the Bylaws of the Society and Policies of the Party.
- In the case of absence of the Policy Director, either by refusal or inability to act, the duties of the Policy Director shall be discharged by such officer as may be appointed by the Board.
- Communication Director
- Oversee all internal/external and social media communication, including website design.
- Monitor all communiques to ensure they meet the standards set forth in the Bylaws and Policies and Procedures.
iii. In the case of absence of the Communication Director, either by refusal or inability to act, the duties of the Communication Director shall be discharged by such officer as may be appointed by the Board. g. Membership Director
- Promote membership activities.
- Establish and keep track of Member information.
iii. Initially vet all perspective Party Officers according to the Party Bylaws. iv. In the case of absence of the Membership Director, either by refusal or inability to act, the duties of the Membership Director shall be discharged by such officer as may be appointed by the Board. h. Fundraising Director
- Coordinate all fundraising efforts and activities.
- In the case of absence of the Fundraising Director, either by refusal or inability to act, the duties of the Fundraising Director shall be
discharged by such officer as may be appointed by the Board. i. Constituency Association Director
- Actively engage with Officers and Members to establish Constituency Associations in accordance with the Party Bylaws and Polices and Procedures.
- In the case of absence of the Constituency Association Director, either by refusal or inability to act, the duties of the Constituency Director shall be discharged by such officer as may be appointed by the Board. j. Strategy Director
- Develop general strategic plans to achieve the Association objectives. ii. In the case of absence of the Constituency Association Director, either by refusal or inability to act, the duties of the Constituency Director shall be discharged by such officer as may be appointed by the Board.
- Ten (10) Directors at Large
- The (10) Directors at large, as appropriate will be responsible for the management of affairs of the Association as assigned to them. ii. Represent the interests of members throughout the region at Board meetings.
iii. Chair specific committees as assigned to them from time to time.
Article 3: Committees
3.1 The Board will create Standing and Special Committees to fulfill its duties. These Committees will abide by the Party Bylaws.
3.2 Committees may be made up of Directors, Officers and Members of the Association in good standing. Committee members must meet the screening standard of Officers.
Article 4: Policies and Procedures
4.1 The Association will develop and maintain Policies and Procedures that will comprise of directives not contained in the Bylaws. Any directive that is inconsistent with the Bylaws shall be null and void to the extent of the inconsistency.
4.2 The Policies and Procedures will, at minimum, contain:
- Leadership contests;
- the recognition of Constituency Associations;
- the conduct of Caucus; and
- dispute resolution.
4.3 Directive documents (Policies and Procedures) may be amended by a majority of the Board of Directors at Board meetings.
Article 5: Code of Conduct
5.1 Authority within the Association resides in its Officers and Members. 5.2 Governance of the Association at its general meetings resides in its Members. 5.3 Governance of the Association between its general meetings resides in its Board.
5.4 Directors and Officers shall be fiduciaries of the Association and shall exercise their duties and powers honestly and with a view to the best interests of the Association, it’s Members and Albertans.
5.5 No Director, employee, or Member shall have any authority to act for or on behalf of the Association, or the Party except as specifically provided by the Board through adoption of a resolution or a standing rule of order.
5.6 A Director or Officer shall disclose to the Board any direct or indirect interest he or she (or his or her spouse or child) has, or may have in any contract or arrangement proposed with the Association, or the Party. A Director shall abstain from voting in respect to any such matter.
5.7 Any action deemed detrimental to the Party will be dealt with as per 1.8 Membership.
Article 6: Elected Officials and Candidates
6.1 The Leader shall promote the policies, principles and values of the Party, as its chief public official, whose authority includes that specified for the Leader of a party pursuant to applicable law and these Bylaws provided for in Article 2.5.a.
6.2 Candidates and MLAs represent the Party to the public and shall comply with Article 5 Code of Conduct, Confidentiality Agreement and Article 1 Membership.
6.3 Board members intending to run as an MLA candidate must step down from the board at the time, they announce their intention to run as an MLA candidate.
Article 7: Meetings of the Association
7.1 There will be three types of meetings of the Association:
- Board Meeting;
- Annual General Meeting (AGM); and
- Special General Meeting (SGM).
7.2 A majority of Directors at any Board meeting shall constitute a quorum for the transacting of business.
7.3 Matters arising at any Board meeting, including those relating to the exercise of the powers granted to the Directors under these Bylaws, shall be decided by a majority of votes of the Directors present at such meeting. The Chair shall have a casting or second vote in case of a tie.
7.4 The Board may, by vote taken before, during or after the meeting, waive notice of any such meeting and may approve of any or all proceedings taken or had there at.
7.5 Board meetings may be conducted in person, by telephone conference call, or through any other media platform to enable maximum participation of Directors and Officers.
7.6 Unless waived by a majority of voting Directors, motions for consideration at Board meetings must be distributed to all Directors at least 14 days before commencement of the meeting at which such motions will be considered.
7.7 Motions may be moved and considered by email provided that voting on such motions is open for at least twenty-four (24) hours.
7.8 Board of Director Meetings
- Open to Directors and Officers in good standing.
- Agendas are required to be distributed via email to all Directors and Officers, by the Chair, a minimum of 7 days prior to the meeting taking place. c. Meeting minutes are required to be distributed via email a maximum of 7 days after the conclusion of the meeting.
7.9 Annual General Meeting (AGM)
- At least ninety (90) days’ notice of the holding of an AGM notices will be sent to all Members. Notices will be via email or by posting on the Party website and may be communicated by other such media as determined by the Board.
- AGMs will be open to all Directors, Officers, and Members in good standing. c. Commencing the year after the founding GM, an AGM will be held in each calendar year.
- Voting may be carried out in person, by proxy, or alternative communications medium specified by the board.
- Quorum will be defined as:
- 20% of the membership in attendance, by proxy, or alternative
communications medium specified by the board when total
membership is less than 1000;
- 20% of the membership or a minimum of 100 members in attendance, by proxy, or alternative communications medium specified by the board when the total membership is greater than 1000.
- Every AGM will include:
- The most recent audited annual financial statement;
- Rescission, alteration or addition to the Bylaws;
iii. Board member elections, for all positions;
- A Leadership review.
7.10 Special General Meeting (SGM)
- An SGM may be called by any two (2) members of the Board for a specified purpose at any time and shall be called without delay upon the written request of 1/4 of the Constituency Associations as evidenced by identical motions passed at meetings of the requisite number of Constituency Association boards.
- An SGM may be called by any two (2) members of the Board for a specified purpose at any time and shall be called without delay upon written request of 1/4 of the Officers as evidenced by a written petition.
- Notice of an SGM must be called at least 21 days prior to the meeting date at which time the President or Leader must circulate an agenda for the meeting. Notices will be via email or by posting on the Party website and may be communicated by other such media as determined by the Board.
- Voting may be carried out in person, by proxy, or alternative communications medium specified by the board.
- Quorum will be defined as:
- 10% of the membership in attendance, by proxy, or alternative
communications medium specified by the Board when total
membership is less than 1000;
- 10% of the membership or a minimum of 50 members in attendance, by proxy, or alternative communications medium specified by the board, when the total membership is greater than 1000.
7.11 Meeting Rules
- All meetings will be governed by Robert’s Rules of Order provided said rules do not conflict with these Bylaws, in which case the Bylaws shall prevail.
Article 8: Mergers
8.1 Mergers with any other Party will be considered if the purpose of the other Party is to promote the principles of liberal democracy and capitalism in Alberta and establish the appropriate National relationships to ensure the empowerment of Albertans to have complete autonomy.
8.2 Mergers can only be accomplished at a meeting called specifically for that purpose, SGM or AGM.
8.3 Mergers require the approval of 75% of Members in good standing in person or by proxy.
Article 9: Books and Records
9.1 Borrowing by the Association will be as determined by the Board and must be in accordance with applicable law, in particular, the Election Finances and Contributions Disclosure Act (EFCDA).
9.2 The fiscal year end of the Association shall be December 31.
9.3 A qualified accountant shall audit the books, accounts and records of the Association, and Party on, at minimum, an annual basis.
9.4 Members may inspect the audited financial statements and other public filings of the Association on the financial disclosure website maintained by Elections Alberta.
9.5 Minutes of general meetings of the Association, and meetings of its Board (and all Committees) will be prepared. These minutes, and other books and records of the Association, will be kept in accordance with generally accepted corporate practice. The books and records of the society may be inspected by any member of the Association at the AGM.
9.6 The Board will maintain custody of the Association’s seal, if any, and will determine its use.
Article 10: Amending the Bylaws
10.1 After the ratification of the Founding Bylaws, the Bylaw amendments can only be accomplished at an AGM.
10.2 Amendments to the Bylaws require the approval of not less than 75% of members in good standing.
10.3 As stated in s. 15(1) of the Societies Act, these Bylaws may not be rescinded, altered or added to except by special resolution of the Association as defined in s. 1(d) of the Act.
10.4 The Bylaws will require a 90% majority of the Membership to be changed prior to the 2023 AGM or when the total number of Members exceeds 10,000; whichever comes first.
Article 11: Constituency Associations
11.1 In every provincial electoral district there shall be a Constituency Association.
11.2 The Constituency Association is the primary vehicle through which the rights of the Members are exercised within the Party. The affairs of each Constituency Association shall be under the control of its Members, acting between general meetings (AGM) through the Constituency Association Board of Directors who shall be responsible to ensure that affairs are conducted in a manner consistent with these Bylaws, Policies and Procedures, and the Party’s rules governing Constituency Associations.
11.3 Constituency Associations shall comply with such requirements as to their governance, financial management and reporting, as may be implemented by the Party Board of Directors, Elections Alberta and the Societies Act. Recognition of a CA maybe revoked pursuant to policies and procedures set out by the Party Board of Directors, as per the Elections Act.
11.4 Every CA shall provide organizational and financial support to the Party’s candidate in their Constituency.
- 5 The prescribed membership fee shall be split equally between the recognized CAs and the Association.
11.6 The CA may conduct its own fund-raising activities and may distribute the funds throughout the Association at their sole discretion.
Article 12: Indemnity and Dispute Resolution
12.1 When acting within the scope of their authority, no employee, volunteer, officer, director, or member of any committee established by the Association or Party shall be liable for any debts, actions, claims, demands, liabilities, or commitments of any kind of the Association or Party. The Association or Party shall indemnify and hold harmless each such person against any debt, action, claim, demand, liability or commitment whatsoever.
12.2 Each active CA shall elect one Arbitration Committee Representative each year at their AGM and advise the Chief Arbitrator of their name and contact information. The Chief Arbitrator will randomly select seven (7) Committee members for each arbitration case; four (4) CA representatives and three (3) Officers.
- At every AGM, the members shall elect a Chief Arbitrator for a one-year term. The Chief Arbitrator must not be a member of the Party Board of Directors.
12.3 Subject to any specific direction from any Party Arbitration Committee panel, the Board of Directors is empowered to implement the decisions of that Party Arbitration Committee Panel.
12.4 The policies and procedures for the Party Arbitration Committee and its panels shall be determined by the Party Arbitration Committee, subject to ratification by the Board of Directors.
Article 13: Definitions
13.1 In the Bylaws, the following words have these meanings:
“Act” means the Societies Act, RSA 2000 c S-14 and the regulations made thereunder, as amended from time to time;
“AGM” means an annual general meeting of the Association provided for in these Bylaws at which, among other things, the Directors are annually elected to the Board;
“Board” means the Board of Directors of the Association, which shall be the Board of Directors of the Party;
“Candidate” means a person who has been elected, appointed, or acclaimed as a candidate of the Party for a given constituency;
“Caucus” means the Caucus of the Alberta Independence Party;
“Committee” means any standing or special committee created by these Bylaws or the Board, including subcommittees, if any, established by them;
“Constituency Association” has the same meaning as in the EFCDA; “Director” means an elected voting member of the Board;
“EFCDA” means the Election Finances and Contributions Disclosure Act, RSA 2000 c E-2 and the regulations made thereunder, as amended from time to time;
“Leader” means the Leader of the Alberta Independence Party;
“Member” means a member of the Association and the Party, as defined in Article 1;
“MLA” means a member of the Legislative Assembly representing the Party for any given constituency;
“Officers” means the individuals who have signed the documents herein and paid the appropriate fee;
“Party” means the Alberta Independence Party;
“Policies and Procedures” is an electronic document which houses Polies and Procedures that are not contained in the Bylaws;
“Proxy” a document authorizing a person to vote on another’s behalf; “SGM” means a special general meeting of the Association called for a specific purpose;
“Special Committee” is a committee created by the Board to facilitate the administration of the Party and/or Association; and
“Standing Committee” is any permanent committee of the Board, including those identified in the Alberta Independence Party Committee List.