Western Association of Broadcast Engineers Society Bylaws

1.0 Preamble

1.1 Name

• This group shall be known by the name of Western Association of Broadcast Engineers (W.A.B.E)

1.2 Bylaws

• The following articles set forth the bylaws of the Western Association of Broadcast Engineers

1.3 Registered Office

• The Registered Office of the Society is located in Calgary, Alberta. Another place may be established at the Annual General Meeting or by resolution of the Board.

2.0 Membership

2.1 Terms

• Annual membership in the W.A.B.E. is granted upon either payment of the W.A.B.E. convention registration fee, or by purchasing a yearly membership. Membership remains in effect until the first day of the subsequent WABE convention. Membership in the W.A.B.E. is renewed annually by either paying the yearly membership fee or attending the annual convention and paying the full registration. At the discretion of the Executive Committee reduced fees may be established for short-term attendance. Payment of a reduced fee does not entitle the payee to membership rights and privileges. The Yearly Membership fee will be set by the executive committee within 30 days of the end of the convention.

2.2 Rights and Privileges

1) Voting Member

A voting member shall be a current or past technical employee of a broadcast or new media-based company. Payment of a yearly membership fee or full convention registration fee shall give this member the right to vote at the Annual Business Meeting held at that year’s convention.

2) Affiliate Member

An affiliate member shall be anyone employed in a field related to broadcasting who pays a full convention registration but does not meet the qualifications of a voting member. Affiliate members shall not have the right to vote at the Annual Business Meeting.

(3) Honorary Member

Honorary members shall be appointed at the discretion of the Executive Committee. Former voting members who have retired shall be eligible for honorary membership. Honorary membership may also be bestowed upon individuals who, in the opinion of the Executive Committee, have made a major contribution to the furtherance of the objectives of the W.A.B.E. Honorary members shall receive complimentary full registration at W.A.B.E. conventions, but shall not have the right to vote at the Annual Business Meeting. A retired member who resumes employment in the broadcasting or broadcast-related field shall not be entitled to complimentary registration for the period of that employment.

(4) Student Member

Students enrolled in technical courses at technical institutions approved by the Executive Committee shall be entitled to reduced rate registration at W.A.B.E. conventions. Rates and conditions of student registration shall be set by the Executive Committee. Student members shall not have the right to vote at Annual Business Meetings.

(5) Others

From time to time other classes of membership may be established by the Executive Committee, however, only those persons meeting the qualifications of voting members shall be allowed to vote at Annual Business Meetings.

2.3 Obligations

• Members must abide by the bylaws and policies of the Society.
• Members must be in good standing with their respective Organization Club.

2.4 Suspension of Membership – Decision to Suspend

• The Board, at any Society meeting called for that purpose, may suspend a member’s membership for one or more of the following reasons:
o If the member has failed to abide by the bylaws;
o If the member has been disruptive to the meetings or functions of the Society.
o Suspended members may be removed at the Society’s discretion

2.5 Suspension Process

• The Board may suspend membership at any Society meeting called for that purpose.
• The affected member will receive written notice of the Board’s intention to deal with the proposed suspension, stating the reasons for the proposed suspension. The member will receive at least ten days notice prior to the meeting, by mail or email, to the last known address shown in the records of the Society. The notice may also be delivered by an Officer of the Board.
• The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member upon notification.
• The Board will determine how the matter will be dealt with and may limit the amount of time given to the Member to address the Board.
• The Board may exclude the Member from its discussion on the matter, including the deciding vote.
• The decision of the Board is final.

2.6 Resignation

• Any Member may resign from the Society by sending or delivering a written or electronic notice to any Board member.
• Once the notice is received, the Member’s name is removed from the Register of members. The Member is considered to have ceased being a member on the date their name is removed from the Register of Members.

2.7 Death

• The membership of a Member is ended upon their death.

2.8 Transmission of Membership

• No rights or privileges of any Member are transferable to another person. All rights and privileges cease when the member resigns, dies, or is expelled from the Society.
• Although a member ceases to be a member by death, resignation, or otherwise, they are liable for any debts owing to the Society at the date of ceasing to be a Member.

3.0 Liability

3.1 Limitation on Liability of Members

• No member is, in their individual capacity, liable for any debt or liability of the Society.

3.2 Protection and Indemnity of Officers and Directors

• Each Director or Officer holds office with protection from the Society. The Society indemnifies each Director or Officer against all costs or charges that result from any act done in his role for the Society. The Society does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.

• No Director or Officer is liable for the acts of any other Director, Officer, or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Society. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Society unless the act is a fraud, dishonesty, or bad faith.

• Directors or Officers can rely on the accuracy of any statement or report prepared by the Society’s auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

4.0 Meetings

4.1 Annual General Meeting

• The Society holds its Annual General Meeting on the last day of the convention each calendar year. The Board sets the date, place, and time of the meeting.

4.1.1 Procedures for Calling / Notification / Timeframe

• Notice of the general meeting is posted in the convention schedule on www.wabe.ca (30) days before the Annual General Meeting. The notice states the date, place, and time of the Annual General Meeting, and any business requiring a Special Resolution.

4.1.2 Quorum for Attendance

• Attendance by 10 people of the Members is a quorum.

4.1.3 Failure to Reach Quorum

• The President cancels the General Meeting if a quorum is not present within one-half (1/2) hour after the start time of the meeting.
• If canceled, the meeting is rescheduled for one (1) week later on video conference. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.

4.1.4 Voting

• Each Voting member has one (1) vote.
• Voting is in person (show of hands) or by videoconference.
• A majority of the votes of the Voting Members decide each issue and resolution unless the issue needs to be decided by Special Resolution. If there is a tie vote, the motion is defeated.
• A Voting Member may not vote by proxy.
• The President declares the resolution carried or defeated. This statement is final and does not have to include the number of votes for or against the resolution. A Voting Member may request to have their vote recorded.

4.1.5 Presiding Officer

• The President chairs every General Meeting of the Society. The Past-President chairs in the absence of the President. The Secretary-Treasurer chairs in the absence of the President and Past President
• If no Director is present within one-half (1/2) hour after the set time for the General Meeting, the Members present choose one (1) of the Members to chair.

4.2 Special General Meeting

• A Special General Meeting may be called at any time:
(a) By a resolution of the Board of Directors to that effect; or
(b) On the written request of at least three (3) Directors. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this Special General Meeting; or
(c) On the written request of at least one-third (1/3) of the Voting Members. The request must state the reason for the Special General Meeting

4.2.1 Procedures for Calling / Notification / Timeframe

• The President mails, emails, or delivers a notice to each Member at least twenty-one (21) days before the Annual General Meeting. The notice states the date, place, and time of the Annual General Meeting, and any business requiring a Special Resolution.

4.2.2 Quorum for Attendance

• Attendance by 10 people of the Members is a quorum.

4.2.3 Failure to Reach Quorum

• The President cancels the General Meeting if a quorum is not present within one-half (1/2) hour after the set time.
• If canceled, the meeting is rescheduled for one (1) week later on video conference. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.

4.2.4 Voting

• Each Voting member has one (1) vote.
• Voting can be in person (show of hands), or via videoconference.
• A majority of the votes of the Voting Members decide each issue and resolution unless the issue needs to be decided by Special Resolution. If there is a tie vote, the motion is defeated.
• A Voting Member may not vote by proxy.
• The President declares the resolution carried or defeated. This statement is final and does not have to include the number of votes for or against the resolution. A Voting Member may request to have their vote recorded.

4.2.5 Special Resolutions

• Special Resolution means:
(a) A resolution passed at a General Meeting of the membership of this Society. There must be twenty-one (21) days’ notice for this meeting. The notice must state the
proposed resolution. There must be approved by a vote of 75% of the voting members who vote in person;
(b) A resolution proposed and passed as a Special Resolution at a General Meeting with less than twenty-one (21) days’ notice. All the Voting Members eligible to attend and vote at the General Meeting must agree; or
(c) A resolution agreed to in writing or electronically by all the Voting Members who are eligible to vote on the resolution in person at a General Meeting.

4.2.6 Presiding Officer

• The President chairs every General Meeting of the Society. The Past-President chairs in the absence of the President. The Secretary-Treasurer chairs in the absence of the President and Past President
• If no Director is present within one-half (1/2) hour after the set time for the General Meeting, the Members present choose one (1) of the Members to chair.

5.0 Governance

5.1 Governance

• The Board governs and manages the affairs of the Society.

5.2 Administration

• The Board may hire a paid administrator to carry out management functions under the direction and supervision of the Board.

5.3 Committees

• The Board may appoint committees to advise or carry out the work of the Board.

5.4 Payment

• No Member, Director, or Officer of the Society receives any payment for his services as a Member, Director, or Officer.
• Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon Board approval.

6.0 Board of Directors

6.1 Composition of the Board

• All Members of the Society Board will be Executive (Directors) or Chairs (Officers).
• The Board shall consist of the following elected Directors:

o Past-President
o President
o Secretary-Treasurer

Appointed Officers of the board:

o Education Chair
o Exhibit Chair
o Host Chair
o Sessions Chair
o Papers Chair
o Papers Chair

• Board officers are by appointment only upon approval Directors
• The director position will be decided at the Annual General Meeting. Voting Members elect Secretary-Treasurer at this meeting.

6.2 Term of Office

• A new Secretary-Treasurer shall normally be elected every other year and shall serve a two-year term. Following that term, the Secretary-Treasurer shall become the President. The President shall normally serve a two-year term and then becomes the Past-President.

6.3 Vacancies / Interim Appointments

• Upon revocation, resignation, or death of the Member or Director, that Member’s Club President assumes voting rights and obligations until the Club appoints a new Member.
• Vacancies shall be filled immediately by appointment from the respective Member’s Club.

6.4 Removal: Suspension of Board Membership – Decision to Suspend

• The Board, at any Society meeting called for that purpose, may suspend a Director for one or more of the following reasons:

o If the member has failed to abide by the bylaws;
o If the member has been disruptive to the meetings or functions of the Society.

• Suspended Directors may be removed at the Society’s discretion and the appropriate society will be asked to appoint another member.

6.5 Board Membership Suspension Process

• The Board may suspend a Director at any Society meeting called for that purpose.
• The affected Director will receive written notice of the Board’s intention to deal with the proposed suspension, stating the reasons for the proposed suspension. The member will receive at least 10 days notice prior to the meeting, by mail or email, to the last known address shown in the records of the Society. The notice may also be delivered by an Officer of the Board.
• The Director will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Director upon notification.
• The Board will determine how the matter will be dealt with and may limit the amount of time given to the Director to address the Board.
• The Board may exclude the Director from its discussion on the matter, including the deciding vote.
• The decision of the Board is final.

6.6 Resignation from Board

• Any Director may resign from the Society by sending or delivering a written or electronic notice to any Board member.
• Once the notice is received, the Director is removed from office. The Director is considered to have ceased being a Director on the date their name is removed from the Register of Members.

6.7 Death

• Board membership of a Director is ended upon their death.

7.0 Duties of Officers of the Board

7.1 President:

• The President shall act as overall supervisor and coordinator of the affairs of the W.A.B.E.
• The President shall be responsible for organizing all Executive Committee meetings and shall present the President’s report and act as chair of the Annual Business Meeting held at each convention.
• Carries out other duties assigned by the Board.

7.2 Past-President:

• The retiring President shall become an ex-officio member of the Executive Committee, and shall act in an advisory capacity to the President Should a member of the Executive Committee be obliged to resign,
• The Past President may be called on to fulfill the obligations of the resigning member.
• Carries out other duties assigned by the Board.

7.3 Secretary-Treasurer:

• The Secretary-Treasurer shall be responsible for ensuring the financial accounts and records of the W.A.B.E. are accurately maintained.
• The Secretary-Treasurer shall record the minutes of all meetings and shall assume the responsibilities of the President in the President’s absence.
• The Secretary-Treasurer shall present a report at the Annual Business Meeting summarizing the current financial position promotion of the W.A.B.E Chairs the Finance Committee of the Board;
• Carries out other duties assigned by the Board

7.4 The Education Liaison:

• The WABE Education Committee is tasked with the responsibility of bringing education to the Broadcast technicians of Western Canada.
• Carries out other duties assigned by the Board

7.5 Exhibit Chair

• The Exhibitor’s Chair shall be responsible for the organization of all equipment exhibits at the annual convention.
• The Exhibitor’s Chair may be assisted by an Exhibitor’s Liaison who shall represent the interests of the exhibitors participating in the convention.
• Carries out other duties assigned by the Board

7.6 Host Chair

• The Host Chair shall be responsible for the organization of all meal and social functions of the annual convention, and for the printing of the program and event tickets.
• The Host Chair shall also be responsible for the organization of networking activities.
• Carries out other duties assigned by the Board7.7 Sessions Chair

7.7 Sessions Chair:

• The Sessions Chair shall be responsible for the acquisition and operation of all audio-visual equipment required for the technical papers program.
• The Sessions Chair shall also arrange for the introduction of the paper presenters.
• Carries out other duties assigned by the Board

7.8 Papers Chair

• Papers Chair shall be responsible for the organization and implementation of the technical papers program at the annual convention.
• Carries out other duties assigned by the Board

7.9 Powers The Board has the powers of the Society, except as stated in the Societies Act. The powers and duties of the Board include:

(a) Promoting the objects of the Society;
(b) Promoting membership in the Society;
(c) Hiring employees to operate the Society;
(d) Regulating employees’ duties and setting their salaries;
(e) Maintaining and protecting the Society’s assets and property;
(f) Approving an annual budget for the Society;
(g) Paying all expenses for operating and managing the Society;
(h) Paying persons for services and protecting persons from debts of the Society;
(i) Investing any extra monies;
(j) Financing the operations of the Society, and borrowing or raising monies;
(k) Making policies for managing and operating the Society;
(l) Approving all contracts for the Society;
(m) Maintaining all accounts and financial records of the Society;
(n) Appointing legal counsel as necessary;
(o) Making policies, rules, and regulations for operating the Society and using its
facilities and assets;
(p) Selling, disposing of, or mortgaging any or all of the property of the Society; and
(q) Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or the paid administrator of the Society.

8.0 Finance and Other Management Matters

8.1 Fiscal Year

• The fiscal year of the Society ends on December 31 of each year.

8.2 Borrowing Powers

• The Society may borrow or raise funds to meet its objectives and operations. The Board decides the amounts and ways to raise money, including giving or granting security.
• The Society may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Society.

8.3 Audit of Accounts

• There must be an audit of the books, accounts, and records of the Society at least once each year. This audit will be performed by two members of the society.

8.4 Signing Authority

• The designated Officers of the Board sign all cheques drawn on the monies of the Society.
• Two signatures are required on all cheques.
• All contracts of the Society must be signed by the Officers or other persons authorized to do so by resolution of the Board.

9.0 Books and Records

9.1 Custody and Inspection of Books and Records by Members

• The Secretary keeps a copy of the Minute Books and records minutes of all meetings of the Members and of the Board.
• The Secretary keeps the original Minute Books at the Registered Office of the Society.
• This record contains minutes from all meetings of the Society and the Board.
• The Board keeps and files all necessary books and records of the Society as required by the Bylaws, the Societies Act, or any other statute or laws.
• A Member wishing to inspect the books or records of the Society must give reasonable notice to the President or the Secretary of the Society of his intention to do so.
• All financial records of the Society are open for such inspection by the Members.
• Other records of the Society are also open for inspection, except for records that the Board designates as confidential.

10.0 The Seal of the Society

10.1 Custody and Use of the Seal

• The board may adopt a seal as the Seal of the Society.
• The Secretary has control and custody of the seal unless the board decides otherwise.
• The Seal of the Society can only be used by Officers authorized by the Board. The Board must pass a motion to name the authorized Officers.

11.0 Amending Bylaws

11.1 Amending Bylaws

• These Bylaws may be canceled, altered, or added to by a Special Resolution at any Annual General or Special General Meeting of the Society.
• The thirty (30) days’ notice of the Annual General or Special General Meeting of the Society must include details of the proposed resolution to change the Bylaws.
• The amended bylaws take effect after approval of the Special Resolution at the Annual General Meeting or Special General Meeting and are accepted by the Corporate Registry of Alberta.

12.0 Distributing Assets and Dissolving the Society

12.1 Distributing Assets and Dissolving the Society The Society does not pay any dividends or distribute its property among its Members.
If the Society is dissolved, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization and/or allocation of assets by Special Resolution. In no event do any Members receive any assets of the Society.