Constitution and Bylaws of Fair Trade Edmonton
After many years of outreach, advocacy and engagement, Edmonton officially become the 17th municipality and the 2nd largest municipality in Canada to become a Fairtrade Town on September 26, 2013. Thereafter, a permanent committee was struck to promote continued growth in the awareness, availability and consumption of Fair Trade products in Edmonton. On the date of June 15, 2016, the committee became a Society with the official name of Fair Trade Edmonton Council.
SECTION I: DEFINITIONS
Fairtrade refers to the specific Fair Trade certification system run by Fairtrade International (FLO) and its Members, including Fairtrade Canada.
Fair Trade or Fairly Traded:
Fair Trade or Fairly Traded refers to a broad, general concept of fairness in the global marketplace, hereinafter referred to as Fair Trade.
SECTION II: NAME, VISION, MISSION AND KEY PRINCIPLES OF THE SOCIETY
The name of the Society shall be Fair Trade Edmonton Council.
Fair Trade Edmonton will be a reliable resource for individuals, businesses and associations interested in Fairtrade or Fair Trade and a respected promoter of Fair Trade in Edmonton and Alberta.
- Educate: Fair Trade Edmonton Council will be a resource for associations, businesses, and individuals that are interested in:
- Learning about Fair Trade and what its purpose and value is to the consumers and producers involved
- Increasing their use of Fair Trade products
- Advocating and/or collaborating for Fair Trade
- Promote: Fair Trade Edmonton will be outward-looking, constantly visible to the general public, bring Fair Trade to a variety of different audiences and encourage ethical procurement practices and sourcing;
- Advocate: Fair Trade Edmonton Council will focus on reaching audiences across Alberta, including but not limited to: Schools, businesses, associations, and individuals in order to encourage the use of Fair Trade products, as well as other ethical practices regarding production, sales, and sourcing of products. We will do this by participating in and organizing events, as well as attending and participating in conferences and festivals.
- Collaborate: Fair Trade Edmonton Council will seek out opportunities to collaborate with other community organizations interested in ethical consumerism, social justice, human rights and/or international development.
- We will maintain all required standards set by Fair Trade Canada in order to keep the status of a Fair Trade Town.
- We will maintain all required standards by the government to maintain status as a Society
- Fair Trade Edmonton will strive (a) to understand the interlinked fields of international development, global trade and human rights, (b) be informed of changes in policies, standards and operations of FLO, and (c) provide updated information about the availability of Fair Trade products in Edmonton;
Fair Trade Edmonton will promote and uphold the following key principles:
- Consumers can shape market forces and play a role in creating a more equitable world for workers
- The role of independent, certifying organizations in the Fair Trade movement is valuable;
- Fairtrade and Fair Trade are only one part of a greater growing and evolving movement of ethical and/or sustainable activity among all areas of the production/distribution chain.
- The goals of our combined mission and vision are to increase the knowledge and consumption of Fair Trade Products across Alberta
SECTION III: ORGANIZATIONAL STRUCTURE
- The structure of the Fair Trade Edmonton Council will be a Society, and governance will be as determined by the Bylaws.
SECTION IV: FAIR TRADE EDMONTON COUNCIL BYLAWS
- Membership fee, if any, in the Society shall be determined, from time to time, by the Members at a general meeting. Any person residing in Alberta, and being of the full age of 18 years, may become a Member by a favourable vote passed by a majority of the Members at a regular meeting of the Society, and upon payment of the fee. Such voting shall be by ballot, unless the meeting by resolution otherwise decides.
- Each Member shall be entitled to receive notice of, attend, and vote at all meetings of the Members of the Society.
- A Membership list will be maintained and new Members will be oriented to the mission, vision and key principles of Fair Trade Edmonton Council, prior to being added to the Membership list.
- Fair Trade Edmonton Council will strive to have diverse Membership connections at all times from the following sectors of Society: City Council, business community, faith community, labour unions, educators, high school students, post-secondary students, and not-for-profit community.
- All Members will be able to attend meetings, participate in decision-making and operations, bring forward ideas and shape the direction of Fair Trade Edmonton Council.
- When a vote is necessary to make a decision, all Members, except those perceived to, or have a conflict of interest, will be able to vote on the decision.
DISCIPLINE AND TERMINATION OF MEMBERS
A person’s Membership in the Society is terminated when:
- The Member dies, or the Society is dissolved
- Their Membership is terminated for cause by 75% of the votes cast at a meeting that has been called and the purpose of the meeting stated.
- A Member fails to maintain any qualifications for Membership described in these By-laws, including the payment of Membership dues, or failure to support the Society’s vision and mission as determined by the Board in its sole discretion;
- The Board must notify them with one written warning with a minimum of 60 days, and a termination notice of 30 days.
- The Member resigns by delivering a written resignation to the Chair, with a copy to the Secretary, in which case such resignation shall be effective on the date specified in the resignation;
- In a case such as this, it is a Board Member’s sole duty to either find a suitable replacement, to be approved by the Board, for their position. If they cannot, their notice must be at least 3 months in advance.
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.
- Members of the Board shall act in good faith and with all the discretion of a legally competent person, and shall act solely with the interests of the Society in mind.
- A special meeting may be called on the instructions of any two Members provided they request the President in writing to call such meetings, and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days’ notice by email to each Member or by three days’ notice by fax or telephone. 2 or more 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 and void. No votes will be carried out during a special meeting.
- The Board has the authority to permit participation in meetings by electronic means, to be determined by the Board in its discretion on a case-by-case basis. Participation by electronic means is only permissible when access is not possible, and is not permissible during annual meetings.
- 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 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.
Members of the Board, being of a number between 4 and 12 persons, shall include:
- Directors or Officers as designated and defined by the Board
- The President shall hold the direction and purpose of meetings, a general schedule, and the authority/responsibility to oversee the voting process. He/she shall, when present, preside at all meetings of the Society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
- The Ex-Officio will be the city representative, and will not have the right to vote, but will expected to attend most meetings.
- 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. They shall have charge of the seal of the Society, if any, which 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, their 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, and collect and receive the annual dues or assessments levied by the Society. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.
- The Treasurer shall receive all monies paid to the Society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. They shall properly account for the funds of the Society and keep such books as may be directed. They 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 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 end of the Society in each year shall be: December 31.
- The books and records of the Society may be inspected by any Member of the Society at the Annual Meeting 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 May 31 in each year, of which notice in writing either by email, or to the last known address of each Member shall be delivered in the mail 30 days prior to the date of the meeting. At this meeting there shall be elected a President, Secretary, Treasurer, (or Secretary/Treasurer), Director(s). 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 (as determined by the Board) shall be eligible to any office in the Society.
- 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 to the last known address of each Member, or delivered by email at least eight days prior to the date of such meeting. 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, which shall be by letter to the last known address to each Member, or delivered by email at least eight days prior to the meeting.
- 60% of total Members, as long as it is no less than 4 Members in good standing shall constitute a quorum at any meeting.
- General meetings shall be held at least 6 times per year.
- General meetings shall be open to the general public, including non-Members, and the location and timing of meetings shall be made known to the general public by publication on Fair Trade Edmonton’s website.
- Non-Members may be present during general meetings, but do not have the authority to vote.
- Minutes shall be taken by the Secretary, if present, at every general meeting and shall be shared with the general public by publication on Fair Trade Edmonton’s website.
- Any Member who has not withdrawn from Membership nor has been suspended, nor expelled 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.
- Motions shall be proposed only at pre-scheduled general meetings.
- Motions must be proposed within 1.5 hours of a pre-scheduled general meeting commencing. A motion shall be considered carried when supported in a vote by 60% or more of the Membership in attendance when the motion is proposed.
- Disagreements shall be noted in the minutes when a party disagreeing with a successful motion requests that it be noted.
- Despite the above, Fair Trade Edmonton Council will always aim for consensus amongst the Membership with respect to its priorities, direction, activities and collaborators.
- Conflict between any two or more Members of the Board, if it cannot be resolved between them, will be solved by mediation of appointed Members, as determined by the rest of the Board.
- Unless authorized at any meeting and after notice for same shall have been given, no Officer, Director, or Member of the Society shall receive any remuneration for their 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 to by a “Special Resolution”.
- “special resolution” means
- a resolution passed (A) at a general meeting or special meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and (B) by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by proxy
- a resolution proposed and passed as a special resolution at a general meeting or special meeting of which less than 21 days’ notice has been given, if all the Members entitled to attend and vote at the general meeting or special meeting so agree, or
- a resolution consented to in writing by all the Members who would have been entitled at a general meeting or special meeting to vote on the resolution in person or, where proxies are permitted, by proxy.
- “special resolution” means
SECTION V: PUBLICATION AND AMENDMENTS
An updated and current copy of Fair Trade Edmonton’s Constitution will be accessible at all times to the general public on Fair Trade Edmonton’s website.
Proposed amendments shall be submitted in written form to the Membership. The Constitution shall be considered amended, when a motion to amend a Constitution is successful.