Executive and Board of Directors
|
|
Kevin Henderson Unicom Graphics Limited Phone: 403-287-2020 Board position: Past - President Keith Valde McAra Printing Limited Phone: 403-250-9510 Board position: Secretary-Treasurer Kevin Lanuke |
| ||
|
|
|||
1. NAME:
The full and proper name shall be "Printing and Graphics Industries Association of Alberta".
2. MEMBERSHIP:
2.1 Active membership shall be limited to those companies which are engaged in the manufacture of graphics arts production, printing by any process, typesetting, engraving and plate making by any process, and binding.
2.2 Associate or supplier membership is defined as any company that supplies materials and goods and services to be used in the graphic arts manufacturing industry.
2.3 Affiliate membership is defined as any company, institution or government department or agency related to the graphic arts manufacturing industry.
2.4 ’Honourary ’Memberships--Non-voting--may be bestowed at the discretion of the Board of Directors.
2.5 Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary-Treasurer or Association Manager. If any member is in arrears for dues or assessments for any year, such member shall be automatically suspended at the expiration of six 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 reasonable.
3. VOTING RIGHTS:
3.1 Each ’Active ’member firm in good standing (i.e.current dues)represented in the Printing and Graphics Industries Association of Alberta shall have one vote at any regularly constituted general meeting.
3.2 Proxies:Written proxies shall be acceptable at any meeting,providing they are clearly worded to apply authorisation to a named substitute executive of a member company,on a named date, at a stated meeting,to vote in substitution for a named individual and company qualified to vote on a stated subject.
4. COMPANY REPRESENTATIVE:
4.1 A senior executive of a member company,with authority to speak for his firm, will represent the company at all general meeting.Such authority may, at the direction of the President,be required in writing. Other company representatives may attend meetings on a non-voting basis, but those below senior management level shall attend educational programs only.
5. BOARD OF DIRECTORS:
5.1 The activities of the Printing and Graphics Industries Association of Alberta shall be governed by the Board of Directors. This Board shall consist of four executive officers,namely the Immediate Past-President,President,Vice-President, Secretary-Treasurer; and not less than four and not more than six Directors. Any active member in good standing shall be eligible to any office in the Association.
5.2 All of these members of the Board of Directors,with the exception of the Immediate Past-President,shall be elected as required at an Election Meeting to be held not later than November 30 each year. To provide continuity,two Directors will be elected each year. All elected officers will serve a term of two years.
5.3 The immediate Past-President shall be that surviving Past-President having most recently served as President.
5.4 Under special circumstances, non-voting Directors may be appointed by the Board to sit for a term of not more than two years.
5.5 The Board of Directors shall meet once a month if necessary, but at least once each quarter.
5.6 Duties of elected officers:
5.6.1 The President:As senior executive officer,shall exercise discretion over all activities of the Printing and Graphics Industries Association of Alberta.
5.6.2 Vice-President: As second executive officer,shall assist the President; and execute any other duties designated by the executive officers.
5.6.3 Secretary-Treasurer:Shall oversee the activities of the Association Manager, and maintain records in the absence of same.
5.6.4 Directors:At the beginning of each Association year, the directors may be assigned by the executive officers to specific committee responsibilities. One Director will be designated as Chairman and another may be designated as Vice-Chairman of a specific committee. These Chairmen shall maintain liaison with the Board through the President.
5.7 Duties of non-elected officers:
5.7.1 Immediate Past-President:Shall be an executive officer, and offer counsel on all activities of the Printing and Graphics Industries Association of Alberta.
5.7.2 Association Manager:This office shall be filled by a person or company appointed by the Board of Directors of the Printing and Graphics Industries Association of Alberta at a monthly remuneration to be fixed from time to time by the Board of Directors. This person shall have the following responsibilities:
5.7.2.1 To assist the Board of Directors in the operation of the Printing and Graphics Industries Association of Alberta
..
5.7.2.2 To maintain central records and internal communications at the discretion of the Board of Directors.
5.7.2.3 To handle the mechanics of meeting arrangements, as directed by the Board.
5.7.2.4 To maintain a record of the revenue and expenditure of the Printing and Graphics Industries Association of Alberta, handle all banking requirements and prepare financial statements as required.
5.7.2.5 To manage ad hoc projects at the discretion of the Board at costs as approved by the Board.
6. TERM OF OFFICE:
6.1 Elected officers shall hold office for two years,and,subject to re-election,may hold office as an Officer or Director for up to three successive terms.
6.2 Association Manager:as appointed by the Board of Directors of the Printing and Graphics Industries Association of Alberta.
7. REPLACEMENT OF OFFICER OR DIRECTOR:
7.1 In the event of an Officer or other Director having to be replaced for any reason before the completion of his term of office, the remaining members of the Board may appoint another senior management representative from a member company to fill vacancy. In the case of an elected officer being lost during his term of office due to death, resignation, transfer or other reason, the Board shall name a successor to his particular office from its own ranks.
8. STANDING COMMITTEES:
8.1 The Board of Directors shall at its discretion constitute committees as the requirements of the Association dictate.
9. QUORUMS:
9.1 Board of Directors: A quorum of the eight members of the Board of Directors shall be two Executive Officers and two Directors.
9.2 General Meeting: A quorum of regular members shall consist of one quarter of the member companies, represented by a senior executive officer, or by proxy.
10. ELECTION PROCEDURES:
10.1 NOMINATION COMMITTEE:
10.1.1 The Board of Directors shall appoint a Nominating Committee at least eight weeks prior to the yearly Election Meeting.
10.1.2 This Nominating Committee shall consist of five members in good standing,two of whom shall be the President and Immediate Past-President, and the Board shall designate the Chairman of this Committee.
10.1.3 This Nominating Committee will select candidates on the following basis: President, Vice-President, and Secretary-Treasurer every second year and a minimum of two Directors each year. The Committee will secure the acceptance of each candidate to the nomination, and present the slate of candidates to the current Officers and Directors at least four weeks prior to the Election Meeting.
10.1.4 At least two weeks prior the Election Meeting,the Nominating Committee’s slate of candidates shall be issued to the general membership together with an outline of the procedure to be followed if additional nominations are to be made from the floor at the Election Meeting.
10.1.5 At the Election Meeting, a spokesman for the Nominating Committee will read the proposed slate of candidates and all such named individuals shall then be considered properly nominated to stand for appointment or election at the wish of the meeting.
10.1.6 The Chairman shall call upon the meeting for any additional nominations, and in event there are none, may call for a proposal to close the nominations.
10.2 NOMINATIONS FROM THE FLOOR:
The senior executives of any two member companies, in good standing,may respectively move and second supplementary candidate(s), providing they have secured the consent of their nominee(s).
11. VOTING PROCEDURE:
11.1 On any motion requiring a vote at a General or Annual Meeting, a vote may be taken by showing of hands. However, any member in good standing may,during the count of such a vote, rise and express his dissatisfaction with this manner of voting, and in such a case the Chairman shall direct that the vote be taken by marked ballot.
12. FINANCES:
12.1 Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall terminate on the thirty-first day of December in each year.
12.2 Finances required for the operation of the Printing and Graphics Industries Association of Alberta shall be raised by means of a quarterly dues assessment against its members, both Active and Supplier, in an amount to be determined from time to time by the Board of Directors.
12.3 A financia statement of revenue and expenditures of the Printing and Graphics Industries Association of Alberta shall be presented to the Directors prior to the Annual Meeting.
12.4 Unless specifically authorized by proper vote of the members at a special general meeting of the Association called for that purpose, the Board of Directors is prohibited from borrowing money on behalf of the Association.
13. REMUNERATION and REIMBURSEMENT:
13.1 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 his/her service.
13.2 Persons acting on behalf of the Association will be reimbursed for expenses at the discretion of the Board of Directors.
14. AUDITING:
14.1 The books and records of the Association shall be made available for inspection by any member during normal business hours at the offices at the offices maintained by the Association Manager, within 21 days of written notice of such request being received by the Association Manager, President, Vice President, or Secretary-Treasurer.
14.2 The books,accounts,and records of the Association Manager shall be audited at east once each year by a duly qualified accountant or by two members of the Association appointed for that service.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 Association.
14.3 The seal of the Association shall be kept in the custody of the Association Manager; use of the seal shall be authenticated by signature of any two of the President, Vice President,Secretary Treasurer or Association Manager.
15. ANNUAL MEETING:
15.1 This meeting shall take place before the end of March of each year, at a date,time and location as decided by the Board of Directors.Written notice of the date, time and place shall be sent by mail or courier to each member company at the address last recorded in the Association records.Such notice shall be sent a minimum of 21 days prior to the meeting date.
15.2 The Board of Directors shall report a summary of their activities for the year at the Annual Meeting. This report may be presented in printed form.
15.3 Any other business may be brought up at the Annual Meeting.
16. MEETINGS DURING THE YEAR:
16.1 A minimum of four meetings of the general membership shall be held between January and December each year.
16.2 A special general meeting of the Association shall be held if requested in writing to the President,or Acting President by twelve members in good standing. A special meeting of the Board of Directors shall be held if requested in writing to the President or Acting President by three members of the Board.The Board of Directors shall determine the date,time and location of any special general meeting of the Association.
16.3 Written notice of such shall be sent by mail or courier to each member company at the address last recorded in the Association records. Such notice will be sent a minimum of 21 days prior to the meeting date.A quorum for a special general meeting of the Association shall consist of one quarter of the member companies, represented by a senior executive officer or by proxy.
16.4 The precise dates of these meetings will be determined by the Board of Directors.
17. PROVISION FOR CHANGES TO THE BY-LAWS:
17.1 A proposed change must be proclaimed as follows:A meeting of a quorum of the Board of Directors may prepare a written special resolution to amend the By-laws;or any 12 member companies,over the signature of their respective senior representative, may present a written proposal to amend the By-laws, to the Board of Directors,along with a written request to call a special general meeting of the Association to consider the special resolution.
17.2 In either case,all members must be notified by mail of the wording of the proposed amendment at least 21 days prior to the date of an Annual Meeting at which the change will be proposed and discussed, and the members must be informed of the time,date and place of the said meeting.
17.3 At the aforesaid meeting, the proposed amendment shall be presented in the same manner as any other motion, except that three quarters (75€of the members present or by proxy must vote in favour of the motion.
18. MINUTES
18.1 Minutes of all Board,regular,annual general and special general meetings of the Association will be prepared by the Association Manager or such other person as directed by the Chairman of the meeting.Minutes of all such meetings will be kept in the possession of the Association Manager.
18.2 The books of account and records of the Association shall be prepared by and kept in the possession of the Association Manager.
19. WIND-UP/DISSOLUTION:
19.1 On the winding up or dissolution of this society,funds or assets remaining after all debts have been paid shall be transferred to a charitable institution with purposes similar to those of this Association,or, if this cannot be done, to another non-profit organization recognised by Revenue Canada as qualified under the provisions of the Income Tax Act of Canada.
Approved:General meeting held February 18,1992
Filed with Consumer and Corporate Affairs:March 3,1992
