- ARTA is an organization of members who are in receipt of an Alberta Teachers’ Retirement Fund (ATRF) pension or as otherwise described under Composition of Membership.
- ARTA shall be non sectarian and non partisan.
- In procedural matters not dealt with in these bylaws the rules and principles of parliamentary procedure as stated in Robert’s Rules of Order shall govern.
Section 1: Membership & Fees
- ARTA shall accept into full membership any retired teacher who is receiving a pension from the ATRF.
- ARTA shall accept into full membership any retired teacher, fifty-five (55) years of age or over, who will not receive an ATRF pension but who can provide proof in writing of having made pension contributions to ATRF for five (5) or more years.
- ARTA shall accept into full membership any retired pre pensionable-aged teacher who has taught and contributed to the ATRF for five (5) or more years and who would be eligible to receive an ATRF pension at age fifty-five (55) or older. Proof of contributions to the ATRF must be provided in writing.
- ARTA shall accept into membership a survivor spouse of an ARTA full member or a survivor spouse of a teacher who would have been eligible for full membership in ARTA.
- ARTA may, at its discretion, accept into membership an affiliate member. An affiliate may not vote or hold office.
- ARTA may, at its discretion, accept into membership a survivor spouse of an ARTA affiliate member or a survivor spouse of anyone who would have been eligible to become an affiliate member. A survivor spouse of an affiliate may not vote or hold office.
- ARTA may, at its discretion, grant honorary memberships.
- A free life membership shall be granted to any full member of ARTA or survivor member eighty-five (85) years of age.
- The annual fee shall be set at the Annual General Meeting (AGM).
- ARTA membership is contingent upon payment of the annual fee.
- Non-payment of fees, three (3) months from the July first commencement of membership shall result in the membership being inactivated and all membership rights being forfeited.
Withdrawal or Expulsion:
- Any member of ARTA may withdraw from membership by giving notice in writing to the executive director.
- A member, officer, director or trustee may be expelled from membership for just cause by a two-thirds (2/3) majority vote of the Board of Directors at a general or special meeting of ARTA. Written notice shall be sent by registered mail to the last known address. An appeal may be made to ARTA within six (6) months from the date of expulsion. The appeal decision shall be made pursuant to Bylaw 10 Arbitration.
- There shall be no refund of membership fees after withdrawal or expulsion.
Section 2: Rights & Responsibilities of Full Members
- Full members of ARTA shall have the right to participate in the business affairs of ARTA and in the branches according to their bylaws.
- Full members may submit resolutions, nominations or suggestions to either their branch, the Board of Directors or for the AGM for discussion and decision.
- Full members or affiliate members shall be entitled to attend an ARTA AGM or an ARTA Board of Directors Meeting as an observer at their own expense.
- The right to observe meetings does not confer any entitlement to speak, vote or otherwise participate in meetings.
- Observers may only participate in discussion at the invitation of the chair.
- Observers may be asked to withdraw from a meeting for the discussion of confidential or reserved business.
Section 1: Membership
- Any group of twenty-five (25) or more full members of ARTA may make application to the Board of Directors for admission as a branch providing that no other branch exists within the same city or within a reasonable distance.
- Any group with a minimum of fifteen (15) full members may make application to an existing branch to form a sub-branch.
- Any group of twenty-five (25) or more full members of ARTA living in a province outside of Alberta may make application to the Board of Directors for admission as a satellite branch.
- If a satellite branch is approved, it shall have the right to send delegates to the AGM and their president or designate to board meetings.
- Representatives from satellite branches shall not occupy a position that has signing authority in ARTA.
- The objects, the bylaws and the policies and procedures of a branch applying for the membership shall conform to ARTA’s bylaws.
- Branches may set the criteria for categories of membership in accordance with their own bylaws.
Section 2: Procedures
- Upon acceptance of the application for membership by ARTA’s Board of Directors and compliance with the duties outlined in Bylaw 4, Section 3 a branch shall receive a charter of membership and a grant to defray the expenses of organizing the branch, the amount of which to be set at an ARTA AGM.
- When ARTA establishes a branch, ARTA shall immediately send a notice to the Registrar of Corporations, setting forth the name of the branch, date of authorization and the branch address.
- When a branch establishes a sub-branch, the branch must submit a list of members of the sub-branch to ARTA and may request a grant from ARTA to offset the expenses of organizing the sub-branch, the criteria for such a grant to be set by the ARTA Board of Directors.
- Representation of the sub-branch at the ARTA AGM shall be determined by the establishing branch as part of branch entitlement. The number of ARTA members in the sub-branch is included in the branch numbers for entitlement.
Section 3: Duties
- It shall be the duty of the Branch Society to send to the ARTA executive director the following items:
- The membership list of charter members as outlined in Bylaw 4, Section 1;
- The names, addresses and the telephone numbers of the officers of the branch immediately following their election to office subsequent changes, if any;
- The names and addresses of all accredited delegates, including those from sub-branches, if any; and
- Two copies of the objects and bylaws of the branch and any changes in bylaws as they occur.
- Branches may submit nominations for any elected office.
- Branches shall make every effort to have representation at the AGM, special meetings of ARTA and Board of Directors meetings.
Section 4: Withdrawal of Branches
- A branch may withdraw from ARTA by giving four (4) months’ notice in writing to the ARTA executive director, and presenting the executive director with a signed copy of a special resolution passed at a duly called meeting held by the branch for the purpose of making a withdrawal.
- In the event of a withdrawal from ARTA, the branch shall return the charter to the ARTA executive director who will notify the Registrar of Corporations of the date on which the branch ceased to exist.
- The Board of Directors may give four (4) months’ notice in writing to a branch president or designate, withdrawing the branch from ARTA and recalling the charter of any branch for the following reasons:
- The branch has contravened these bylaws;
- The branch has fewer than twenty (20) members;
- The branch has been inactive and not held meetings for more than one year; or
- The branch has not fulfilled its duties.
Section 5: Reinstatement
- The branch that has withdrawn or had its charter recalled may apply to the ARTA executive director for reinstatement after one year.
Section 1: Fiscal Year
- The fiscal year shall commence on the first day of July and end on the thirtieth day of June.
Section 2: Custody of Funds & Property
- ARTA shall make proper provision for the disposition and protection of all funds and property belonging to ARTA.
Section 3: Inspection of Books, Accounts, & Records by Members
- The executive director shall be responsible for the preparation and keeping of all books, accounts and records.
- ARTA’s books, accounts and records may be inspected by any member of ARTA at the AGM or otherwise, provided that reasonable notice has been given to the executive director and a satisfactory time has been arranged.
Section 4: Audit
- The accounts of the society shall be audited once a year.
- An auditor shall be appointed annually at the AGM.
- The auditor shall have the right of access, at all reasonable times, to the book, accounts and records and shall be entitled to require from the executive director such information and explanations as may be necessary to complete the annual audit.
- The auditor shall certify by signature and date the accuracy of the financial report.
- The auditor’s report shall be presented at the AGM; however, failure to present the audit at this meeting shall not invalidate the audit’s presentation at another properly constituted meeting.
- The ARTA Board of Directors shall determine, from time to time, the remuneration or fees of the auditor.
- The Board of Directors may, following an AGM, appoint a replacement auditor, subject to ratification at the next AGM.
Section 5: Borrowing Powers
- For the purposes of carrying out its objects, ARTA, by special resolution at an AGM or a special meeting called for that purpose, may borrow, raise, or issue debentures to secure the payment of money and authorize ARTA to grant a security interest in all or any of the then present and after acquired property of ARTA.
Section 1: Composition of ARTA Board of Directors
- The officers of ARTA shall be elected at the AGM. The officers will be as follows:
- A president who shall perform the following duties:
- Preside at all meetings of the Board of Directors and the AGM;
- Authorize the issuing of the notice of the AGM;
- Coordinate the preparation of agendas for board meetings and the AGM;
- Serve as an ex-officio member of all committees except the Nominations Committee, but may not vote or make motions at committee meetings; and
- Serve as a signing authority for ARTA.
- A vice president who shall perform the following duties:
- In the absence of the president, assume the role of the president;
- Accept ex-officio roles as assigned by the president;
- Liaise and consult with the editor of ARTA’s magazine; and
- Serve as a signing authority for ARTA.
- A treasurer who shall perform the following duties;
- Work with the executive director, or designate, to ensure that the financial affairs of ARTA are in good order;
- Chair the Finance Committee; and
- Serve as a signing authority for ARTA.
- The past president automatically serves. If unable to serve, a member shall be elected to fill this position. The past president shall perform the following duties:
- Assist the president and other officers;
- Accept ex-officio roles as assigned by the president; and
- Chair the Nominating Committee.
- A president who shall perform the following duties:
ARTA Board of Directors:
- The voting members of the Board of Directors shall consist of the elected officers, the branch presidents who are elected by each of the branches or their alternates, the chairs of ARTA’s standing committees or their alternates who are elected as members to these committees by the AGM and then chosen as chairs by the respective committee members, except for the chair of the Finance Committee who is the elected treasurer and the chair of the Nominations Committee who is the past president.
- Each member of the Board of Directors must be an ARTA member in good standing.
- The executive director shall be an ex-officio member and shall not vote. All accredited members of the Board of Directors, including the president, shall have voting powers.
- Any officer or director may be removed for just cause from the Board of Directors by a two-thirds (2/3) majority vote by secret ballot of the Board of Directors.
- Members of ARTA shall be represented at the Board of Directors meetings and at the ARTA AGM by the officers and directors and all other accredited members.
- The members eligible to attend the AGM as voting members are the members of the Board of Directors and accredited delegates from each of the branches. The executive director shall be an ex-officio member and may not vote. All accredited members at the AGM, including the president, shall have full voting powers.
- A number of accredited delegates from each branch shall be based on the number of branch members who are also ARTA members.
- Voting shall be in person. There will be no voting by proxy.
Section 2: Duties & Powers of the ARTA Board of Directors
- The Board of Directors may make interim appointments, create ad hoc committees as required, and shall deal with the policy and business of ARTA between Annual General Meetings.
- The Board of Directors shall have the authority to approve the budget in principle until the next AGM.
- A director or other accredited member of the Board of Directors holding a designated position of ARTA shall relinquish all official documents and properties pertaining to the position within one month of vacating the position and shall deliver them to the executive director.
Section 3: Duties & Powers of the Executive Committee
Powers & Functions:
- The Executive Committee shall report to the Board of Directors. The Executive Committee may take action at any time in relation to any matter of any nature within the power and authority of the Board of Directors which requires attention before the date of the next meeting of the Board. Such action shall not involve any change of policy or the authorization of expenditures of an extraordinary nature.
Transaction of Business:
- The powers of the Executive Committee may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the members of the Executive Committee who would have been entitled to vote on that resolution at a meeting of the Executive Committee. Meetings of the Executive Committee may be held at any place within or outside the Province of Alberta.
Section 4: Selection of the Executive Director
- The executive director shall be recommended for appointment to the Board of Directors by a selection committee established by the Board of Directors.
- The appointment of the executive director shall be ratified by the Board of Directors. The executive director may resign by written notice thirty (30) days before the effective date of resignation.
- The executive director may be dismissed for just cause by written notice from the president within thirty (30) days from the date of mailing.
- An appeal from dismissal may be made in writing to the President within sixty (60) days from the date of dismissal. A decision regarding the appeal shall be made by three (3) members selected from the Board of Directors. Should their decision be unacceptable to either the employee or to the Board, final resolution shall be made pursuant to Bylaw 10 Arbitration.
Section 5: Signing Authority
- ARTA’s seal shall be authenticated by the signature of the executive director and one of the president, vice president, or treasurer.
- The ARTA executive director shall be the custodian of the seal.
- All cheques shall bear the signature of two of the following: president, vice president, treasurer, executive director or others designated in policy.
Section 6: Expenses of the Board of Directors
- ARTA shall pay reasonable expenses incurred by members who are engaged in ARTA business. Proof of expenses must be provided as required.
- Officers and Directors are not paid.
Section 7: Terms of Office for the Officers
- The term of office shall be from one AGM to the next AGM.
- Normally no elected officer shall hold the same office for more than three (3) consecutive terms.
- Officers shall take office immediately after the adjournment of the AGM at which they are elected or, if appointed, immediately upon appointment.
- An officer may resign from office at any time by giving written notice to the president.
Section 8: Appointments
- If the office of the president falls vacant, the vice president shall be appointed to complete the unexpired term of the president.
- If the office of the vice president, treasurer, or past president falls vacant, the ARTA Board of Directors shall make an appointment to fill the office until the AGM.
- Appointments to committees shall be made by the AGM.
- Any ARTA member may be appointed as an official representative to any other organization by the Board of Directors.
- All appointments shall be reported at the AGM.
Section 9: Committees
- The standing committees of ARTA shall include, but not be limited to, the following:
- Communications Committee
- Executive Committee
- Finance Committee
- Governance Committee
- Health Benefits Committee
- Human Resources Committee
- Nominations Committee
- Pension and Financial Advisory Committee
- Strategic Planning and Advocacy Committee
- Wellness Committee
- Additional Standing Committees shall be appointed at the AGM.
- The Nominations Committee, chaired by the past president, shall have two other members to be selected from the Board of Directors at the board meeting prior to the AGM.
- The quorum for ARTA committees shall be one half (50%) of the committee members.
Section 10: Board of Trustees of the ARTA Benefit Plan Trust Fund
- The trustees shall be elected by the ARTA Board of Directors.
- The ARTA Board of Directors may replace trustees as required.
- The chair, or designate, of the Trust Fund’s Board of Trustees shall report at each ARTA Board of Directors meeting.
Section 11: Board of Directors of the Alberta Retired Teachers Charitable Foundation
- The directors shall be elected by the voting members of the Alberta Retired Teachers Charitable Foundation.
- The voting members of the Charitable Foundation may replace directors as required.
- The chair, or designate, of the Charitable Foundation’s Board of Directors shall report to each ARTA Board of Directors meeting.
Section 1: ARTA Annual General Meeting (AGM)
- There shall be one ARTA AGM in each twelve (12) month period.
- A quorum shall consist of twenty (20) eligible voting members.
- Notice of such AGM shall be given in writing and sent to the branches for distribution to the members entitled to attend at least thirty (30) days before the date for the meeting.
- A proposed agenda shall be sent to the branches for distribution to all eligible voting members entitled to attend at least thirty (30) days prior to the AGM.
- Eligible voting members shall attend to the following items of business at the AGM:
- Election of officers and members of standing committees;
- Receipt of the audited financial reports and other appropriate reports;
- Consideration and ratification of the budget as approved by the ARTA Board of Directors;
- Approval of any amendments to the bylaws, when required; and
- Transaction of such other business as may properly come before an annual meeting as provided for in clause 4 and 6 of this section.
- Notice of special resolutions and notices of motion distributed to eligible voting members at least thirty (30) days prior to the AGM.
- ARTA officers, branch presidents or their alternates, chairs of standing committees and accredited branch delegates are considered members and shall have voting rights at the AGM.
- There can be no voting by proxy at the AGM.
- Except for the election of officers and committee members, where voting is by secret ballot, voting is by show of hands or by secret ballot at the call of the assembly.
- The nomination of ARTA officers and committee members will be conducted as follows:
- The Nominations Committee, chaired by the past president and selected at the previous Board of Directors meeting, shall be responsible for presenting a slate of nominees at the AGM;
- Only nominations from full ARTA members shall be accepted;
- Nominations from the floor at the AGM will be in order;
- Nominees unable to be present at the AGM must provide written acceptance prior to the AGM; and
- Branches may submit nominations and an acceptance letter from candidates for elected offices and committee positions to the executive director prior to the AGM.
- The executive director, or designate, shall take minutes at AGM. The safekeeping of the minutes shall be the responsibility of the executive director.
Section 2: Special General Meetings
- A special general meeting shall be called, arranged and chaired by the president, or elected designate, upon receipt of a petition by any fifty (50) full members of ARTA or a two-thirds (2/3) majority vote of the members of the Board of Directors that are eligible to vote stating the issue for calling such a meeting. No subject shall be considered at any such Special General Meeting except that which is specified in the notice.
- Accredited eligible voting members at a special general meeting shall be determined by the same formula as the AGM.
- ARTA branch presidents, officers, accredited eligible voting members as determined by branches and petitioners shall be notified at least thirty (30) days prior to the meeting by mail, telephone or electronically.
- Accredited delegates and petitioners shall confirm attendance with the executive director.
- A quorum shall consist of twenty (20) eligible voting members.
- A representative of the petitioners shall have an opportunity to speak at the special general meeting.
- Motions are approved by simple majority.
- A special resolution can be passed at a special general meeting if it receives a three-quarters (75%) majority vote.
- There shall be no voting by proxy at a special general meeting.
- Voting is by show of hands or by secret ballot at the call of the assembly.
- An issue approved by a majority vote at the special general meeting will be forwarded to the Board of Directors.
- Non-accredited delegates may attend the special general meeting at their own expense.
- The executive director, or designate, shall take minutes at special general meeting. The safekeeping of the minutes shall be the responsibility of the executive director.
Section 3: ARTA Board of Directors Meeting
- There shall be at least three (3) ARTA Board of Directors meetings each calendar year.
- Notice of such meetings shall be sent to each member of the Board of Directors.
- A quorum shall be a majority of the members of the Board of Directors.
- Voting at Board of Directors meetings is by show of hands or by secret ballot at the call of any member of the Board.
- The executive director, or designate, shall take minutes at ARTA Board of Directors meetings. The safekeeping of the minutes shall be the responsibility of the executive director.
Section 4: Special Meetings of the ARTA Board of Directors
- A special meeting of the ARTA Board of Directors may be called by the president or elected designate.
- A special meeting of the ARTA Board of Directors shall be called by the president, or elected designate, upon receipt of a petition by any five (5) full members of the ARTA Board of Directors.
- Notice of a special meeting of the ARTA Board of Directors must be given to all members of the ARTA Board of Directors at least eight (8) days before the meeting by mail, telephone or electronically.
- A quorum of an ARTA special meeting of the Board of Directors shall be a majority of the members of the Board of Directors.
- Voting at an ARTA special meeting of the Board of Directors is by show of hands or by secret ballot at the call of any member of the Board.
- The executive director, or designate, shall take minutes at the special meeting of the ARTA Board of Directors. The safekeeping of the minutes shall be the responsibility of the executive director.
Section 5: Electronic Meetings
- An electronic meeting of the Board of Directors or its committees, as defined by board policy, is recognized as a legitimate means of doing business.
Section 1: Amendments
- The bylaws may be rescinded, altered or added to at any AGM or any other general meeting called for this purpose by a special resolution, which requires a three-quarter (75%) majority vote of the eligible voting members present at the meeting.
Section 2: Sources of Amendments
- Amendments to bylaws shall be submitted to the executive director sixty (60) days prior to the AGM by any of the following:
- A branch in good standing;
- The Board of Directors;
- A voting member entitled to attend the AGM;
- A standing committee; or
- An ARTA member in good standing.
Section 3: Coming into Effect
- Any bylaw amended shall be filed in duplicate with the office of the Registrar of Corporations.
- The bylaws as amended shall be effective when returned as accepted from the Registrar of Corporations.
- In the event of a voluntary dissolution pursuant to the Societies Act, any remaining funds and assets of the society shall be disposed of as determined by the Board of Directors.
- Within six (6) months of the dispute arising out of the affairs of ARTA between any active or former ARTA member(s) and ARTA or an officer, the dispute shall be resolved by a single arbitrator appointed pursuant to the Arbitration Act. The decision of the arbitrator is final and binding upon all parties.
- Fiduciary responsibility is first and foremost the responsibility of all officers and members of the Board of Directors to guide, steward, and manage the finances and organization of ARTA. Officers and members of the Board of Directors must realize that the property and finances of ARTA are not that of the Board of Directors or officers and, to that end, must carry out their work according to the highest standards of ethical behaviour.
- The Board of Directors may enter into an agreement with the Alberta Teachers’ Association (ATA) to be recognized as a Special Retired Teachers’ Local of the ATA.
- The agreement shall specify the rights, privileges and obligations of ARTA in its capacity as a Special Retired Teachers’ Local of the ATA.
- The Board of Directors may, by resolution, terminate its status as a Special Retired Teachers’ Local of the ATA.