Objects and Bylaws
as revised by Special Resolution at the Annual Meeting on March 25, 2015
The objects of the society are:
- to provide for the recreation of the members and to promote and afford
opportunity for friendly and social activities.
- to acquire lands, by purchase or otherwise, erect or otherwise provide
a building or buildings for social and community purposes.
- to provide a meeting place for the consideration and discussion
of questions affecting the interests of the community.
- to procure the delivery of lectures on social, educational, political,
economic and other subjects, and to give and arrange musical and dramatic
- to establish and maintain a library and reading room.
- to provide all necessary equipment and furniture for carrying on
its various objects.
- to provide a centre and suitable meeting place for the various activities
of the community.
- to sell, manage, lease, mortgage, dispose of, or otherwise deal
with the property of the society.
- to research, promote and raise funds for the establishment and
operation of a centre for Petroleum Industry History.
Membership fee, if any, in the society shall be determined, from time to time, by the members at a general meeting. Any person may become a member upon payment of the fee.
- Any member wishing to withdraw from membership may do so upon a notice
in writing to the Board through its Secretary. If
any member is in arrears for fees or assessments for any year, such
member shall be automatically suspended at the expiration of three months
from the end of such year and shall thereafter be entitled to no membership
privileges or powers in the society until reinstated. Any member upon
a two-thirds vote of all members of the society in good standing may
be expelled from membership for any cause which the society may deem
The President shall be ex-officio a member of all Committees. The President shall, when present, preside at all meetings of the society and of the Board. In the President’s absence the Vice-President shall preside at any such meetings, and in the absence of both a chairman may be elected by the meeting to preside thereat.
a. Upon retirement, providing the President is a Member in good standing, each former President shall be appointed to the position of Past President until succeeded by another retired President. The Past President shall be a voting member of the Board.
BOARD OF DIRECTORS
Board of Directors, Executive Committee or Board, shall mean the
Board of Directors of the society.
- The Board shall, subject to the bylaws or directions given it by
majority vote at any meeting properly called and constituted, have full
control and management of the affairs of the society, and meetings of
the Board shall be held as often as may be required, but at least once
every three months, and shall be called by the President. A special
meeting may be called on the instructions of any two Board members
provided they request the President in writing to call such meeting,
and state the business to be brought before the meeting. Meetings of
the Board shall be called by ten days' notice in writing mailed to each
member or by three days' notice by email or telephone. Any
four members shall constitute a quorum, and meetings shall be held without
notice if a quorum of the Board is present, provided, however, that
any business transactions at such meeting shall be ratified at the next
regularly called meeting of the Board; otherwise they shall be null
- A Board member may attend a meeting of the Board by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other during the meeting. A Board member participating in a meeting by a means referred to in this manner is considered to be present at the meeting.
- A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as a director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.
- Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable.
It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. The Secretary shall have charge of the Seal of the society which seal whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice President. In case of the absence of the Secretary, the Secretary’s duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.
The Secretary shall also keep a record of all the members of the
society and their addresses, send all notices of the various meetings
as required, file the Annual Return with the Alberta Corporate Registry each year before November 30, and shall collect and receive the annual dues or assessments
levied by the society, such monies to be promptly turned over to the
Treasurer for deposit in a chartered Bank as hereinafter required.
Where there is Special Resolution passed, a change in the membership of the officers or directors, or in the name, address or occupation of an officer or director of a society, the Secretary shall, within 30 days from the day that the change occurs, give notice to the Alberta Corporate Registrar, in a form acceptable to the Registrar, setting out the change.
- The Treasurer shall receive all monies paid to the society and shall be responsible for the deposit of same in whatever Bank the Board may order. The Treasurer shall properly account for the funds of the society and keep such books as may be directed. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement, duly audited as hereinafter set forth, of the financial position of the society and submit a copy of same to the Secretary for the records of the society. The office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.
The books, accounts and records of the Secretary and Treasurer shall
be audited at least once each year by a duly qualified accountant
or by two members of the society elected for that purpose at the Annual
Meeting. A complete and proper statement of the standing of the books
for the previous year shall be submitted by such auditor at the Annual
Meeting of the society. The fiscal year of the society in each year
shall be January 1 - December 31.
- The books and records of the society may be inspected by any member
of the society at the annual meeting provided for herein or at any time
upon giving reasonable notice and arranging a time satisfactory to the
officer or officers having charge of same. Each member of the Board
shall at all times have access to such books and records.
- This society shall hold an annual meeting on or
before March 31 in each year, of which meeting due notice shall be given
to all members by post or email at least twenty-one days prior to the date of such meeting. At this meeting there shall
be elected a President, Vice-president, Secretary, Treasurer, (or Secretary-Treasurer),
and six to twelve directors. The officers and directors so elected shall form
a Board, and shall serve until their successors are elected and installed.
Any vacancy occurring during the year shall be filled at the next meeting,
provided it is so stated in the notice calling such meeting.
Any member in good standing shall be eligible to any office in the
General meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing by post or email at least twenty-one days prior to the date of such meeting to each member. A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one third of the members in good standing, setting forth the reasons for calling such meeting.
Five members in good standing shall constitute
a quorum at any meeting.
- Any member who has not withdrawn from membership nor has been suspended
nor expelled as herein provided shall have the right to vote at any
meeting of the society. Such votes must be made in person and not by
proxy or otherwise.
- Unless authorized at any meeting and after notice of same shall have
been given no officer or member of the association shall receive any
remuneration for services.
- For the purpose of carrying out its objects, the society may borrow
or raise or secure the payment of money in such manner as it thinks
fit, and in particular by the issue of debentures, but this power shall
be exercised only under the authority of the society, and in no case
shall debentures be issued without the sanction of a special resolution
of the society.
- The Bylaws may be rescinded, altered or added by a "Special
Resolution" passed by not less than 75% of those members who, if entitled to do so, vote in person at a properly called and constituted General Meeting.
- A dispute arising out of the affairs of the society shall be decided by mediated settlement or arbitration, which is binding on all parties.
DISSOLUTION OF THE SOCIETY
- In the event that the Society winds-up and dissolves, following receipt of all final income and payment of all amounts owing, the final Board of Directors is to decide how to distribute any remaining funds, with the requirement that such funds are to be directed to a non-profit organization or organizations which support preservation of Canadian petroleum history. Some examples are the University of Calgary’s Petroleum History Society Graduate Scholarship, the Canadian Petroleum Hall of Fame, Turner Valley Oilfield Society, Leduc #1 Energy Discovery Centre at Devon, Alberta, or other similar organizations.