PART ONE DEFINITIONS

Section 1 Definitions

1. In this Bylaw, the Internal Rules and other related documents of the Association, “Association” means the Calgary Ethiopian Community Association.
2. “Internal Rules" means a document that contains detailed provisions of Sections of the Bylaw and the rules and regulations that are considered to be supportive of the Bylaws.
3. In this Bylaw, "Ethiopians" means permanent residents of Calgary and its environs who were born in Ethiopia of East Africa or have who were born in Ethiopia.
4. "Member(s)" means any one or all Members of the Association who are in good standing in accordance with Article 5.4 of this Bylaw.
5. "Associate Member" means any person or group who is not Ethiopian by birth but who has ties to Ethiopia and its people or related to Ethiopia for many other reasons, including marriage, and wishes to participate in the Calgary Ethiopian Community Association.
6. "Board" means the governing body elected by the General Assembly.
7. "Board Officer(s)" means a member of the Board elected by the General Assembly to perform day-to-day activities.
8. "Board Director(s)" means an elected member of the Board, other than Board Officers.
9. "Act" means the Alberta Societies Act and Regulations pursuant thereto, as amended from time to time.
10. “Major actions/initiatives” mean matters which may lead the Association to significant financial and/or non-financial resource commitments and obligations.

PART TWO NAME, LOGO, SEAL AND LANGUAGE

Section 2 Name and Logo

1. The Association is known as the "Calgary Ethiopian Community Association" and this document may be referred to as the "Calgary Ethiopian Community Association Bylaw 2021".
2. The Association is established in accordance with the Alberta Societies Act. It is a non-political, non-religious and non-ethnic organization.
3. The Association’s programs and services are provided without discrimination based on race, gender, age, ethnic origin, creed, political affiliation, religion, or physical or mental disability.
4. The Association will have its own logo. The logo of the Association shall be determined by the General Assembly.

Section 3 The seal of the Association

1. The Association's seal shall have inscribed therein and bear the Association's name and logo both in Amharic and English; ​​and shall be prepared in a manner approved by the Board.
2. The secretary of the Association shall be in charge of the seal. Whenever the seal is used, it shall be authenticated by the signature of the President or the Treasurer, when the President notifies his absence in writing.

Section 4 Language and Interpretation

1. Whenever a masculine or singular is used in this Bylaw, the Internal Rules, and associated documents, it shall be interpreted as it includes the feminine or plural, or if a feminine or plural is used, it includes the masculine or singular, as the context requires.
2. Amharic is the working language of the Association while English is used for external communication. However, if any Member of the Association wishes to communicate with the Association in any of the languages ​​spoken in Ethiopia, the Association shall make every effort to accommodate the Member's request.
3. The Amharic version of this Bylaw shall be translated into English and registered with the Alberta Registrar after its approval by the General Assembly. In the event of a dispute between the Amharic Bylaw and this English translation, the translation of the Amharic Bylaw approved by the court will remain in force.
4. The Association, in its dealings with external parties, shall provide relevant documents, financial statements and records in English, and keep them, as necessary.

PART THREE MEMBERSHIP

Section 5 Membership Requirement

1. Applicants must meet the following requirements to qualify for membership:
1. They must be at least 18 years of age and citizens or permanent residents of Canada or have been resident of Canada for at least 3 months.
2. They must have been residents of Calgary or the area for at least 3 months.
3. They must be willing to give their time and effort to support the goals and mission of the Association.
2. Anyone eligible for membership must fill out the form prepared by Board Officers in accordance with this Bylaw and apply for membership.
3. Each Member shall, in accordance with the decision of the General Assembly and directives of the Board or Board Officers, pay registration and membership fees to the Treasurer.
4. Every Member of the Association, by accepting the Association's Bylaw and Internal Rules, must actively participate in the activities of the Association.

Section 6 Associate Membership Criteria

1. Applicants must meet the following requirements to be eligible for Associate membership.
1. They must be at least 18 years of age and a permanent resident of Canada or lawfully residing in Canada for at least 3 months.
2. They must be a resident of Calgary or the surrounding areas.
3. They must be willing to give of their time and effort to support the goals and mission of the Association.
2. Any person who is eligible for Associate membership shall fill out the form prepared by the Board Officers in accordance with this Bylaw and apply for membership.
3. Each Associate Member shall pay the registration and membership fees to the Treasurer of the Association as decided by the General Assembly.
4. Every Associate Member of the Association must actively participate in the activities of the Association by accepting the Association's Bylaws and Internal Rules.

Section 7 Suspension, Termination and Reinstatement of Membership

1. Any Member wishing to withdraw from membership may do so by notifying the Association's office in writing.
2. If any member is in arrears for membership fees for two consecutive years, such member shall be suspended. A suspended member shall not have the rights and duties of membership until he or she has fully paid arrears and their membership status is reinstated.
3. The Board may suspend any Member of the Association until the next General Assembly Meeting. This applies only for one or more of the following reasons and only if supported by two-thirds of the Board members.
1. Failure to abide by the Bylaw and Internal Rules of the Association.
2. Disruption of meeting, functions and services of the Association.
3. Participating in activities that are harmful to the Association.
4. Any Member may be expelled from membership for any reason deemed appropriate by the General Assembly with two-thirds majority. Before this decision, the Member or his representative should be given the right to present his objections to the General Assembly, in accordance with the provisions of the Internal Rules.
5. Any Member whose membership has been terminated may re-apply in writing after two years. The Board shall present the matter to the General Assembly for a decision.

PART FOUR ORGANIZATIONAL STRUCTURE

Section 8 Organizational Structure

1. The Association has the following bodies:
• General Assembly
• Board

Section 9 General Assembly

1. The General Assembly is the highest policy and decision-making body of the Association.​

Section 10 Board

1. The Board consists of seven elected members to oversee the Association's assets and overall wellbeing, as well as manage execution of operations. These seven elected members include three Board Officers and four Board Directors.
2. The three Board Officers are the President, the Secretary, and the Treasurer of the Association.
3. The election of all Board members, including the President, Secretary and Treasurer, shall be conducted by the General Assembly in a meeting convened for this purpose. The meeting shall be organized and chaired by the Election Committee.
4. The members of the Board shall be registered with the relevant Registrar Office in accordance with the Alberta Society Act and perform their duties pursuant to the responsibilities and duties stated in Internal Rules.
5. The Board is responsible for the management of the Association's assets. These assets are governed in accordance with the laws of Alberta, City of Calgary Bylaws, and the management policies and procedures issued by the Board and General Assembly on a regular basis.
6. Board Officers shall direct and carry out the day-to-day activities and affairs of the Association and are, in accordance with this Bylaw, Internal Rules and related documents and procedures, be authorized to represent the Association and make decisions on behalf of the Association.
7. Board Officers may nominate individuals whom they deem fit for various positions of responsibility in the Association. The nominees will be selected from the Board Directors or any member of the Association and approved by the Board majority vote.
8. Board Officers shall prepare the annual budget and strategic plan for approval by the Board. In addition, they shall identify the ever-changing organizational needs of the Association and prepare and develop policy implementations.
9. The Board Officers of the Association are responsible for formulating and implementing proper management and record, and document archiving policies and procedures.
10. Board Officers shall, in accordance with Section 11 of this Bylaw, form standing and interim sub-committees, and present members of these subcommittees to the Board for approval.
11. The Board has the authority and responsibility to approve the Association's annual budget and business plan prepared by Board Officers. In addition, the Board shall have the power to make decisions on other major happenings and activities not specified in the approved budget or business plan, as well as on the objectives and future direction of the Association.
12. The Board may investigate any relevant complaint against the members of the Board and, if necessary, present its report to the General Assembly with a recommendation.
13. With 66% support from Board members, the Board may approve the suspension of a Board member (including the President, Secretary, and Treasurer) until the next General Assembly Meeting.
14. When the President, Secretary or Treasurer of the Association voluntarily resigns or is suspended, and until vacant positions are filled by the General Assembly, the Board shall:
1. Assume management and asset control responsibilities.
2. Assign interim responsibilities of vacated positions from Board members.
3. Conduct an audit prior to the issuance of the resignation letter to former members of the Board Officers.
4. Revoke authority of those leaving office to sign cheque, bank, and other documents of the Association, and immediately advise relevant banks and government bodies.
5. Consult relevant registrar's office for the removal of those leaving office, in accordance with Alberta Societies Act.
6. Exercise only limited signing authority just enough to conduct the day-to-day business of the Association as provided in Internal Rules.
15. The term of office for a Board member is three years. Election of Board members will take place every three years.
16. No member of the Board may be elected more than twice consecutively.
17. A Board member who has completed two consecutive terms cannot run for Board membership for at least three years.

Section 11 Sub-committees

The Board may establish interim and permanent committees, as necessary. The Board Officers will form the subcommittees, nominate their members, and present them to the Board for approval. The subcommittees will be accountable to the Board.

1. Each committee member shall carry out his duties in accordance with the purpose, function and responsibilities set out by the Board.​
2. The Board has the power to dissolve the subcommittees or remove members of the subcommittees, upon the recommendation of the Board Officers.​

Section 12 Council of Advisors

1. he Board can form Council of Advisors from any Member of the Association. The council will have no administrative power.
2. The purpose of the Council of Advisors is to advise the leadership of the Association as:
1. Provide advice and technical support collectively or individually in matters pertaining to management of businesses of the Association, as required by the Board.
2. Provide advice and information on traditional knowledge, governance, cultural values, and resource management.
3. The number and composition of the Council of Advisors may vary depending on what the Board deems to be necessary from time to time.
4. The term of office for members of the Council of Advisors shall be the term of office of the Board unless they have voluntarily resigned.

PART FIVE MANAGEMENT AND ADMINISTRATION

Section 13 Management

1. The Board will have regular meetings at least once a month to discuss and evaluate the state of the Association’s businesses. The majority of the Board members shall constitute quorum for regular meetings. If Board members do not constitute quorum, the meeting may be postponed for another time by the majority Board members present.
2. The President shall convene an emergency meeting of the Board at any time upon the request of majority Board members in accordance with this Bylaw or Internal Rules.
3. Meetings shall follow parliamentary procedures.
4. Board Officers shall present to the Board any matter which they have not been able to decide by a majority vote.
5. The General Assembly has the right to take disciplinary and/or legal action against Board members who abuse their rights and privileges, or for misuse of the Association’s property.

Section 14 Board Meeting

1. The issues to be decided at the Board's meeting include at least the following:
1. Approve the annual budget and major business plans.
2. Review and approve quarterly activity reports presented by Board Officers.
3. Approve election of associate members of the executive.
4. Discuss and Approve the formation of subcommittees formed by Board Officers.
5. Elect members of the Council of Advisors.
6. Nominate members of the Election Committee.
7. Discuss and decide on any issues that Board Officers could not decide.
8. Appoint interim Board Officers until the next General Assembly Meeting, to replace members who have voluntarily resigned or been removed from the Board.
9. Recruit auditors from among the members of the Association and present them to the General Assembly for approval.
10. Select auditors if the General Assembly decides that external auditors are needed.
11. Review and approve the annual audit and other reports prepared for the General Assembly.
2. The decision of the Board is valid, if supported by a majority of the Board members present. The decision must be supported by at least two Board members, other than the Association's President, Secretary, and Treasurer.
3. The President, pursuant to this Bylaw and Internal Rules, shall initiate, schedule and chair Board meetings.

Section 15 Resignation, Removal and Vacancies

1. Board members may resign from office by giving one month notice in writing.
2. Pursuant to a majority vote on Annual or Special General Meeting, a member of the Board may be removed from office by the General Assembly for any of the following reasons:
1. Non-compliance with the Bylaw and Internal Rules.
2. Engaging in activities that could harm the Association.
3. Dereliction of duty.
4. Attending meetings of the Association under the influence of alcohol or drugs and disrupting any activities of the Association.
5. Defamation or harassment of other Board members.
6. Using the Association for political, religious, or personal gains.
3. Board members affected by the decision of the General Assembly have the right to appeal against the decision and bring forth a representative in accordance with Internal Rules.
4. The General Assembly, after hearing from the affected Board member, shall deliberate and make a decision with respect to the removal process.
5. If there is vacancy in the Board due to resignation or removal of members, the Board shall, pursuant to Article 10.14, fill the vacancy until the next General Assembly Meeting.

PART SIX GENERAL ASSEMBLY MEETINGS

Section 16 General Rules

1. The Board will have regular meetings at least once a month to discuss and evaluate the state of the Association’s businesses. The majority of the Board members shall constitute quorum for regular meetings. If Board members do not constitute quorum, the meeting may be postponed for another time by the majority Board members present.
2. The President shall convene an emergency meeting of the Board at any time upon the request of majority Board members in accordance with this Bylaw or Internal Rules.
3. Meetings shall follow parliamentary procedures.
4. Board Officers shall present to the Board any matter which they have not been able to decide by a majority vote.
5. The General Assembly has the right to take disciplinary and/or legal action against Board members who abuse their rights and privileges, or for misuse of the Association’s property.

Section 17 Annual General Assembly Meeting (AGAM)

1. The Association holds AGAM at least once a year, of which meeting notice shall be given to Members in writing, by telephone or through various means of communication.
2. The Association must hold its first AGAM no later than 13 months after election.
3. A written notice will be sent to the last known address of Members (by mail or e-mail) at least 21 days prior to AGAM. Such notice will include a copy of the meeting agenda for the AGAM.

Section 18 Special General Assembly Meeting (SGAM)

1. he Association shall hold SGAM to deal with urgent issues that require resolution from all members.
2. SGAM may be convened at any time when majority Board members request or by a written request of the Audit Committee formed by the General Assembly.
3. SGAM may be called at any time if the Association Members, who have been in good standing for the past two years, submit a written request to the Board Officers.
4. A written request by the Association Members shall include the reasons for the SGAM, names of Members who requested the meeting, address (residential, phone number or e-mail), signatures as well as provide a draft of the proposed motions for discussion at the meeting.
5. When the Board receives a written request for SGAM pursuant to Article 18.3 or by the Audit Committee in accordance with Article 23.11 of this Bylaw, it shall set the agenda and call the meeting within one month of receipt of the written request.
6. If the meeting is called pursuant to Article 18.3, or because of the request of the Audit Committee, the agenda will only include matters mentioned in the written requests.
7. A written notice including the summary of the agenda shall be sent to the last known address (residential or e-mail) of Members, and announced through the Association's communication channels, at least 21 days before the SGAM.
8. Matters to be discussed and decided at the SGAM will only be those included in the agenda.

PART SEVEN ELECTION AND VOTING​

Section 19 Election Committee

1. An Election Committee of at least five members shall be appointed by the Board.
2. The Election Committee will appoint one of its members to be the Chairperson.
3. The Election Committee should be established and start work at least six weeks prior to the planned General Assembly Meeting called for election purposes.
4. In order to effectively monitor the voting process, the Election Committee shall obtain a complete list of Members in good standing that are registered pursuant to Section 5 of this document, after signing confidentiality agreement with the Board Officers.
5. The Election Committee shall solicit recommendations from as many Members as possible, exercising good judgment, fairness and objectivity.
6. The Election Committee will prepare the list of candidates by accepting nominations from any of the Members who are in good standing, registered pursuant to Section 5 of this Bylaw.
7. At least two candidates more than the total number of Board members required shall be nominated for each position. If there are no sufficient nominees, additional candidates can be nominated from Members in good standing during the election.
8. When preparing a list of candidates, the Election Committee shall consider the individual’s commitment to the objectives of the Association, readiness to serve, and levels of knowledge and skills for each position.
9. The Election Committee shall present the list of candidates to the Board at least three weeks in advance of the scheduled election for distribution to Members.
10. The Election Committee is deemed to have completed its work after election, once it has transferred power from the existing to the new leadership, within a month. The transfer of power shall be conducted in collaboration with the Audit Committee.
11. Upon completion of its work, the Election Committee shall submit its documents to the new Board. In addition, digital records in possession of the Election Committee should be deleted.

Section 20 Voting

1. During the election, the Chairperson of the Election Committee should present the list of nominees to the Members of the General Assembly Meeting.
2. All members who are registered pursuant to Section 5 of this Bylaw, and are in good standing, can cast votes on each candidate. Those candidates who received the highest number of votes shall be declared winners for each Position of the Board.
3. Each member of the Association has one vote.
4. Any Member who has not withdrawn from membership nor has been suspended or expelled has the right to vote at any meeting of the Association. Such votes can be made in person by a secret ballot or by proxy.
5. A Member who is unable to attend an election, may submit a letter of representation to the Association's office or directly to the Election Committee.

PART EIGHT REMUNERATION AND FISCAL YEAR

Section 21 Remuneration and Fiscal Year

1. No member of the Board, subcommittees or Advisory Council shall be paid in cash or in kind for his/her services to the Association. However, the member might be reimbursed for out of pocket expenses, after expenses are verified and approved by the Board Officers.
2. The Association's Fiscal Year will be from March 1st to February 28th.

PART NINE AUTHORITY​

Section 22 Authority

To help the Association achieve its objectives:

1. The Association may acquire and rent real property, and sale, lease or transfer to another party.
2. The Association is the sole owner of all the property, assets and funds of the Association, and all its holdings shall be administered in strict compliance with the Alberta Societies Act, this Bylaw, Internal Rules, approved management policies, and decisions of Members as expressed through motions made at General Assembly meetings.
3. All property of the Association shall be held in the name of the Calgary Ethiopian Community Association and shall always be used for the purposes of which the Association has been established.
4. The Association may raise funds, borrow monies and make disbursements in such a manner consistent with its objectives and in compliance with this Bylaw and Internal Rules. To assist in the financing of the Association's services, Board Officers may prepare a Borrowing Bylaw pursuant to this Bylaw and Internal Rules and present it to the Board for approval.
5. The Association may enter into legal agreements with individuals or other governmental and non-governmental organizations through Board Officers or the Board.

PART TEN AUDIT (AUDIT AND PROPERTY INSPECTION)​

Section 23 Audity

1. The Association will have an Audit Committee that reports to the General Assembly.
2. The Audit Committee will have three members, with a term of three years.
3. The members of the Audit Committee shall be nominated by the Board and elected by the General Assembly, after thorough deliberation, within one year of the formation of the Board.
4. Any Member with administrative and financial skills and expertise, who is in a good membership standing, can be a nominee for the Audit Committee.
5. Board members, who wish to serve in the Audit Committee, can only be eligible for nomination three years after the end of their term.
6. The Audit Committee will elect its Chairperson and Secretary.
7. The General Assembly may reject candidates of the Audit Committee nominated by the Board for a variety of reasons, and elect other members from outside nominated candidates, who are present at the meeting and are in good membership standing.
8. To avoid a conflict of interest and maintain absolute neutrality, members of the Audit Committee shall not be elected or serve voluntarily in any of the committees of the Association, nor should they have a business or monetary relationship with Board members.
9. The Audit Committee reviews the Association's assets, accounts, office records and general operations every six months. It presents to the Board the issues that need to be fixed and corrected along with a proposal with amendments.
10. The annual report presented by the Board or Board Officers to the General Assembly would be reviewed by the Audit Committee.
11. The Audit Committee shall present annual report to the General Assembly. The report shall include a review of major activities and problems encountered during the review and inspection process, as well as the methods and solutions to solve these problems.
12. If the Audit Committee believes that there is a serious problem, it may request the Board in writing to hire external auditor to conduct financial and property audit.
13. If there is disagreement among Board members and if that starts to impede the growth of the Association, or if it is believed that there is a danger to the Association's property and finances, or if it assesses the presence of a serious wrongdoing, the Audit Committee will ask the Board to convene SGAM.
14. The Audit Committee reserves the right to access the books, records, and records of the Association at any time. However, any member of the Audit Committee is not permitted to take the documents out of the Association’s office in any way.
15. Members of the Association may be given access to inspect the books and records of the Association in the Association’s office upon giving reasonable notice and cause acceptable to the Board Officers.
16. Any member of the Board will have access to the books and records at any time in the Association’s office following administrative procedures set by the Board Officers.
17. In addition to the audit work by the Audit Committee, the financial aspects of the Association must be reviewed by external auditor licensed in Alberta, at least once every three years.

PART ELEVEN INDEMNIFICATION​

Section 24 Indemnification

1. The Association will indemnify an incumbent or former member of the Board, who has acted honestly and in good faith to the best interests of the Association, fulfilling his or her responsibilities in administration and social affairs, against any civil, criminal or administrative charge. Compensation for damages, in accordance with the Association's capacity, shall be reimbursed.

PART TWELVE DISSOLUTION OF THE ASSOCIATION

Section 25 Dissolution of the Association

1. The Association may be dissolved in accordance with the Alberta Societies Act. The Association shall be dissolved only after the Board's recommendations are approved by the General Assembly.
2. A resolution calling for the dissolution of the Association must be approved by 95 percent of members present in the General Assembly.
3. Notice of the intention to present such a resolution must be communicated to all Members in writing, through available communication channels, at least 30 days prior to the intended General Assembly meeting.
4. Articles of intent and recommendations to dissolve the Association will be sent to Members at their last address (residential or email) through the Association’s communication channels. and can be considered to have been received by the member after five days.
5. Upon the dissolution of the Association under any circumstances and after payment of its debts and arrears in full, all the Association’s assets shall be distributed to other registered Ethiopian Associations actively operating within Canada for similar objectives.
6. The Board shall select those actively operating Associations and notify its selection to members.

PART THIRTEEN AMENDMENT TO THE BYLAW

Section 26 Amendment to the Bylaw

1. This Bylaw may be updated or altered by a Special Resolution of the Members at a SAGM called for this purpose.
2. The updates and alterations might be initiated by changes in Alberta Societies Act, or by members requesting an amendment to the Bylaw, or by a proposal from the Board. The draft amendments to the Bylaw will be prepared by independent members appointed by the Board or the Advisory Council established pursuant to Section 12 of this Bylaw.
3. If Members prepare a draft amendment to the Bylaw or Internal Rules individually or as a group, they must submit their proposals in writing to the Secretary or the President of the Association, 30 days before the next Board meeting.
4. Sound policies and practices not included in this Bylaw and the Internal Rules may have force and effect provided they are in the interests of the Association, do not conflict with this Bylaw and the Internal Rules, and they have the support of the Board.
5. The Board shall select those actively operating Associations and notify its selection to members.

PART FOURTEEN THE BYLAW AND INTERNAL RULES

Section 27 Relationship between this Bylaw and Internal Rules

1. The Association shall have Internal Rules that accompany this Bylaw.
2. The Internal Rules shall have the same force and effect as this Bylaw. However, if there is any conflict between this Bylaw and the Internal Rules, the meanings of the Bylaw given in this document will have precedence over the provisions written in the Internal Rules.
3. All members and others serving the Association shall abide by this Bylaw and Internal Rules.

Section 28 Validity of this Bylaw and Internal Rules

1. Validity of this Bylaw and Internal Rules.
2. This Bylaw has been approved by a majority vote in a SGAM held on November 29, 2020 and called for this purpose. It has come into force on January 1, 2021 as the principal governing document of the Association. Unless 66 percent of the Board members decided otherwise, the associated Internal Rules are also valid as long as this Bylaw is in use.
3. This Bylaw replaces all previous Bylaws of the Association.