Any person eighteen (18) years of age or older who:
(a) Has directly contributed a minimum of $18 to the Edmonton Talmud Torah Society during the period beginning the day after the prior Society AGM until 30 days prior to the current AGM; or
(b) Is one of the members of a household that has directly contributed to the Edmonton Talmud Torah Society during the period beginning the day after the prior Society AGM until 30 days prior to the current AGM an amount that is at minimum equal to $18 per member of the household that seeks to be recognized as a member of the Society; or
(c) Is a member of the Jewish Federation of Edmonton as of the day that is 30 days prior to the current Talmud Torah Society AGM;
is a member of the Society for that fiscal year.
The Board of Directors of the Society shall consist of:
(a) up to Twelve (12) elected members, of which the majority must be Parents (the "Elected Members") at the date of the election (AGM). Board vacancies shall be filled in accordance with a parent majority.
(b) The Immediate Past-President of the Society;
(c) An ex-officio board member, who is concurrently serving as a member of the Talmud Torah School Council Executive (with preference given to having this position filled by the Chair of the Talmud Torah School Council Executive). This board member is subject to all conditions placed on board members in the Bylaws (including without limitation the requirement to meet the criteria outlined in Article IV Section 1), together with any other policies applying to elected members. The School Council Representative will be selected by the Talmud Torah School Council Executive, and will serve a 1-year term.
At the meetings of the Board of Directors the following shall be entitled to vote:
(a) Each Elected Member except the President of the Society whose vote may be exercised only to break a tie;
(b) The Immediate Past-President of the Society;
(c) The ex-officio Talmud Torah School Council Member
Without restricting the generality of the powers referred to in Section 5, the Board of Directors shall formulate all policy:
(a) For the Society's school concerning entrance, age and financial requirements, registration procedure and the secular and non-secular curricula; and
(b) For the activities in the Society's school of any authorized auxiliaries of the Society insofar as such activities affect the proper management of the said school provided however that the Board shall not set any policy which affects any auxiliary unless and until there has been full consultation with the auxiliary concerned.
The Board of Directors of the Society, for the purpose of carrying out the objects of the Society as filed at Corporate Registry shall have the power:
(a) To authorize the borrowing, raising of money or obtaining the payment of money in such manner as the Board thinks fit;
(b) Subject to Section 8 of this Article IV, to acquire lands or buildings by purchase or otherwise and to erect or otherwise provide a building or buildings;
(c) Subject to Section 8 of this Article IV, to sell, lease, mortgage, dispose, or otherwise deal with the lands and buildings of the Society;
(d) Engage or re-engage or suspend or dismiss the Executive Director of the Society's school;
(e) To devise, revise, regulate and exercise all policies pertaining to the Hebrew curriculum and non-Edmonton Public School Board activities of the Society's school;
(f) To devise, revise, regulate and exercise all policies pertaining to the Society relating to the collection of all monies accruing to the Society's school, disbursement of monies for the operation of the Society's school including the salary of academic and non-academic staff, tuition fees, budgets, financial records, registration and approve the disbursement of monies which have not already been approved in the budget.
The elected officers of the Society shall consist of:
(a) the President;
(b) the First Vice President;
(c) the Second Vice President;
(d) the Secretary;
(e) the Treasurer.
The duties of the elected officers shall be
(a) President - He/She shall preside at all meetings of the Executive Committee and the Board of Directors. He/She shall ensure that the Board's various committees function properly and shall serve as a member ex-officio of all such committees. He/She is the official representative of the Society. He/She, on the recommendation of the Executive Committee, shall have the power to appoint representatives to organizations or societies.
(b) First Vice-President - In the absence of the President, he/she shall preside at all meetings of the Society and shall assume all other duties and powers of the President.
(c) Second Vice-President - In the absence of the President and first Vice President, he/she shall preside at all meetings of the Society and shall assume all other duties and powers of the President.
(d) Treasurer - He/She shall (or shall oversee the Executive Director) receive all monies payable to the Society, make deposits and keep books for accounts receivable and accounts payable. He/She shall (or shall oversee the Executive Director) issue cheques as authorized by the President and he/she shall (or shall oversee the Executive Director) keep the financial books and records and record all financial transactions. He/She shall (or shall oversee the Executive Director) submit the financial records to the Society's auditors for the preparation of the annual audited statement.
(e) Secretary - He/She shall record any minutes of the Board of Directors meetings and the Society's Annual General Meeting, and special meetings of the Society He/She shall keep in his custody the minutes for the current year and he/she shall turn over these recorded minutes to the Archives of the Society on the completion of his term in office. He/She shall keep a copy of the Society's By-Laws and records with his minute book for reference at all meetings. He/She shall be responsible for all correspondence as directed by the President
(a) An Annual General Meeting of the Society shall be held before the end of the current school term on a date fixed by the President of the Society.
(b) A notice of the Annual General Meeting or any Special Meeting of the Society shall be mailed, emailed, faxed or delivered to all Parents and shall be posted in such places determined by the Board of Directors at least thirty (30) days prior to the date fixed for such meetings.
(c) The quorum for such Annual General Meeting or Special Meeting shall consist of thirty (30) members of the Society.
(d) If within half an hour from the time appointed for the Annual General Meeting or Special Meeting, a quorum is not present the meeting shall be dissolved; provided that in the case of the Annual General Meeting or Special Meeting such meeting shall stand adjourned to a day, time and place fixed by the President of the Society within a period of one month upon notice as herein before set out and if at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the members present shall constitute a quorum.
(a) At the yearly Annual General Meeting of the Society, Members at large with expiring terms will be replaced.
(b) To replace these positions, members of the Society will be elected as Members at large to hold office for a term expiring no later than the close of the third annual meeting of members following their election. Term lengths (up to 3 years) available to nominees at each AGM, will be at the recommendation of the governance committee, with the approval of the board, to restore the balance in board turnover.
(c) Elected members with expiring terms may run for re-election subject to the service duration limits below and are required to submit a nomination form as per Article XII Section 5.
(d) Elected Members may serve for a total period of up to six consecutive years, after which they must take a mandatory hiatus of 12 months prior to being eligible for re-election or reappointment. Individuals on hiatus may continue to serve the Society in other capacities (e.g. committee work).
The nomination form shall include the following elements:
(a) The name of the nominee;
(b) A brief biography of the nominee;
(c) The name and signature of one (1) nominator;
(d) The consent of the nominee.
(a) The closed ballot shall be conducted in accordance with procedures determined by the Board in advance of the election, and shall include reasonable means to ensure that ballots are numbered, controlled, distributed, cast and counted in an appropriate and fair manner. Only members of the Society in attendance at the Annual General Meeting may vote and elect the Directors. Proxies shall be prohibited.
(b) Anything that permits a member to be identified with his or her ballot shall not be deemed to be appropriate and fair.
(a) A member of the Board of Directors may for cause and by the vote of a two-thirds majority of the Board of Directors be removed from the Board and/or censured for any action deemed by the Board to be prejudicial to the Society's school.
(b) Notice of intention to make such a motion shall be mailed, emailed or faxed to all members of the Board of Directors. The matter shall come before a Board of Directors meeting not earlier than two (2) weeks and not later than four (4) weeks from the date of mailing of such notice. The member of the Board of Directors in question shall be notified in writing by registered mail of such intention at least seven (7) days before such notice is sent out to the membership of the Board of Directors.
(c) Cause for removal and/or censure of a member of the Board of Directors shall include: (i) Incapacity to fulfill the duties of his office;
(ii) Misconduct which renders the membership of such a person on the Board of Directors undesirable or unsatisfactory.
(iii) Any member of the Board of Directors who misses three (3) consecutive meetings shall be deemed to have resigned as a member of the Board of Directors.
(a) The accounts of the Society shall be audited annually by chartered accountants appointed by the Board of Directors and the audited statement presented to the Board of Directors after the conclusion of the fiscal year.
(b) The annual audited statement shall be published in such manner as the Board of Directors see fit.
All cheques drawn upon any monies of the Society shall be signed by any two of the following: (a) the President
(b) the First Vice-President
(c) the Treasurer
(d) the Secretary