Sexual Assault Centre of Edmonton (SACE)
University of Alberta Sexual Assault Centre
SAVE incorporated as a non-profit society in 2013 and is governed by a Board of Directors. The board consists of board members as well as non-voting members.
Our mission is to create awareness campaigns on timely and significant issues of
sexualized violence that place responsibility for that violence on those who choose to
use offending behaviours. We envision a city in which everyone is working toward a
future without sexualized violence and where the attitudes and norms that are the root
of that violence are discouraged, individually and societally.
The following values dictate everything we do as a Board.
Perpetrating behaviours should be made visible;
Survivors are never to blame for their experiences;
Power and control is the root of sexual violence;
Attitudes and norms can change; sexual violence is not inevitable;
Awareness campaigns must be evidenced-based and responsive;
Campaigns must unapologetically confront audiences with strong messaging;
Community collaboration is necessary and powerful.
SAVE wishes to extend our gratitude and acknowledge the work of previous partner organizations and community members who contributed to the development of the "Don't Be That Guy" campaigns, including but not limited to:
SAVE Bylaws Approved by the Board August 27, 2018
Definitions/Glossary Annual Meeting: Also known as the Annual General Meeting, held once per year and as outlined in Bylaw 4.3.
Board Member: A Member of the Society who holds voting power on the Board, and is appointed by consensus of a quorum of current Board Members.
Consensus-based decision making: A process whereby all participants in a decision attempt to reach consensus through respectful discussion and listening. Where consensus is not possible, the Board may choose an alternative decision-making strategy with a minimum threshold of 51% approval for any decision.
Funding Agency: A charitable or for-profit organization, or an individual with whom the Society has signed a Memorandum of Understanding and maintains an ongoing cooperative relationship which includes the provision of funds.
Member: Includes both Non-Voting Members and Board Members.
Non-Voting Member: A Member of the Society who does not hold voting power on the Board, is appointed by consensus of a quorum of current Board Members, and may participate in Board activities and discussion.
Regular Meetings: Meetings of the Board other than the Annual Meeting. Notice of these meetings should be given no less than 5 days prior.
Quorum: The regular quorum for the Society shall be four Board Members or 60% of current Board Members, whichever number is higher. Quorum when the Board has less than five members is 100% of current Board Members.
Preamble 1.1 The name of the society is SAVEdmonton (SAVE).
1.2 This document comprises the bylaws of SAVEdmonton. In addition to policy documents ratified by the board, this document governs the operations and affairs of SAVEdmonton.
Membership 2.1 Categories of Members
2.1.1 The categories of members of the society are:
a) Board Members
b) Non-Voting Members
2.1.2 There shall be no fees associated with any category of Membership in the society.
2.2 Terms of Admission
2.2.1 Board Members
126.96.36.199 Board Members are appointed by the existing Board Members of SAVEdmonton to fill vacancies on the Board as they arise, or at the annual meeting of the Society.
188.8.131.52 Any person residing in Alberta, being of the full age of 18 years, and sharing the vision and values of SAVEdmonton is eligible to become a Board Member
184.108.40.206 Prospective Board Members will be interviewed by an ad hoc sub-committee of the Board, who will provide summaries of the interviews to the full Board. Appointments to the Board will be made by consensus of a quorum of existing Board Members. Current Board Members may choose to amend the Board interview and admission process for a prospective Board Member by a consensus decision of all current Board Members, as further detailed in the Policy Manual.
220.127.116.11 Board Members serve in terms of 2 years. There is no limit on the number of terms that an individual Board Member may serve, and Board Members may serve consecutive terms. For the purposes of the Society, a Board Member’s term appointment will be considered to have begun from the first annual general meeting following their appointment.
18.104.22.168 A person appointed or elected a Board Member becomes a Board Member if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a Board Member if they were not present at the meeting but consented in writing to act as a Board Member before the appointment or election, or within ten days after the appointment or election.
22.214.171.124 Board Members who are appointed at a meeting other than an annual general meeting shall have all the rights and responsibilities of a Board Member appointed at an annual general meeting.
126.96.36.199 Board Members who are seeking re-appointment to the Board at the conclusion of their current term shall recuse themselves from the decision-making process concerning their own re-appointment.
188.8.131.52 Conditions for Removal of Board Members are as described in Bylaw 2.5
2.2.2 Non-Voting Members
184.108.40.206 Any person residing in Alberta, being of the full age of 18 years, and sharing the vision and values of SAVEdmonton, may become a Non-Voting Member by consensus of the Board obtained at a regular meeting or annual meeting of the society. Any person desiring to become a Non-Voting Member shall submit a request via email or other digital communication to the Board of Directors at least five days before an upcoming meeting of the Society.
220.127.116.11 The information to be provided to the Board on the occasion of a request to become a Non-Voting Member shall be detailed in the Society’s policy manual.
18.104.22.168 No term restrictions shall be attached to Non-Voting Members.
22.214.171.124 A person appointed a Non-Voting Member becomes a Non-Voting Member if they were present at the meeting when being appointed, and did not refuse the appointment. They may also become a Non-Voting Member if they were not present at the meeting but requested in writing to act as a Non-Voting Member before the appointment, or if they acted as a Non-Voting Member pursuant to the appointment.
126.96.36.199 A Non-Voting Member may apply to become a Board Member at any time by pursuing the same process as a non-member applicant, as outlined in Bylaw 188.8.131.52. Current Board Members may choose to amend the Board interview and admission process for a Non-Voting Member applying to become a Board Member by a consensus decision of all current Board Members.
2.3 Rights and Responsibilities of Membership
2.3.1 Attendance of Meetings
184.108.40.206 All appointed Board Members are expected to attend the regular meetings of the society. The requirements and expectations for Board Members who are unable to attend meetings shall be described in the Society’s policy manual.
220.127.116.11 Appointed Non-Voting Members are expected to attend the annual general meeting of the Society.
2.3.2 Participation in Board Activities
18.104.22.168 Board Members shall be expected to engage in the activities of the Board. These shall include, but are not limited to, acting in the rotating roles for meetings of the Society (as outlined in the Policy Manual of the Society), and participation in ad hoc sub-committees of the Board.
2.4 Withdrawal of Membership
2.4.1 Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through email or other digital communication channels, or in-person at a regular or annual meeting of the Society. This shall apply to both Non-Voting Members and Board Members.
2.5 Removal of Members
2.5.1 Any Board Member, upon full consensus of all other current Board Members, may be removed from office for any cause which the Society may deem reasonable. Potential conditions for doing so shall be established in the relevant section of the Society’s policy manual.
2.5.2 Any Non-Voting Member, upon full consensus of all current Board Members, may be removed from office for any cause which the Society may deem reasonable. Potential conditions for doing so shall be established in the relevant section of the Society’s policy manual.
Board of Directors 3.1 Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society.
3.2 The Board shall, subject to the bylaws and policies of SAVEdmonton, have full control and management of the affairs of the Society.
3.3 Appointment to the Board of Directors is as outlined in Bylaw 2.2.1.
3.4 Any vacancy on the Board of Directors occurring between annual meetings may be filled at a regular meeting of the Society, provided it is so stated in the notice calling such meeting.
3.5 The Board shall require a minimum number of five Board Members at all times. If the number of Board Members should fall below five, the remaining Board Members will have a period of six months in which to recruit new membership to reach or exceed the minimum of five. If they are unable to do so in this period, the remaining Board Members must call a meeting of the Society to determine whether the Society should be dissolved.
3.5.1 When the Board of Directors has five or more Board Members, quorum for the Board shall be four Board Members or 60% of current Board Members, whichever is the higher number.
3.5.2 When the Board of Directors has fewer than five Board Members, all current Board Members shall constitute quorum.
3.6 The Board of Directors shall have a flat structure, with the responsibility for chairing meetings and serving as secretary alternating between Board Members on a schedule to be established by the Board. All Board Members will have equal voice and responsibilities to the Board within their capacities. The only exception and non-rotating Executive position will be the Treasurer, who will take on additional responsibilities as outlined in Bylaw 3.7.
3.6.1 Board Members shall submit written notice of their interest in the position of Treasurer at least five days prior to the annual general meeting. Appointment of the Treasurer will take place via consensus of the Board; detailed information on the process of consensus-based decision making can be found in the Society’s Policy Manual.
3.7.1 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 records of the Society.
3.7.2 Additional responsibilities of the Treasurer shall be described in the relevant section of the Society’s Policy Manual.
3.7.3 The position of Treasurer shall be re-appointed by the Board at each annual meeting of the Society; the same Board Member may be appointed to the position of Treasurer in consecutive years provided that Board Member’s term continues or is renewed.
Meetings 4.1 Meetings of the Board shall be held as often as may be required, but at least twice per year, and shall be called by at least two members of the Board.
4.1.1 Meetings of the Board shall be called by five days notice by email or other digital communication.
4.1.2 The conditions for quorum of the Board are as described in Bylaw 3.5, and meetings may 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.
4.1.3 Non-Voting Members may attend regular meetings of the Board.
4.1.4 Persons who are not members of the Society may attend annual meetings or regular meetings of the Board upon written invitation from a Board Member. A Non-Voting Member may request a written invitation for another person to attend from a Board Member.
4.2 Special Meetings of the Board
4.2.1 A special meeting may be called on the instructions of any two Board Members provided they give prior notice to the Board and state the business to be brought before the meeting.
4.2.2 A special meeting may be called for by a petition signed by a minimum of one-third of all current Non-Voting Members of the Society, provided they provide adequate notice to the Board and state the business to be brought before the meeting.
4.2.3 Special meetings of the Board shall be conducted per the procedures outlined for a regular meeting of the Board under Bylaw 4.1.
4.3 This society shall hold an annual meeting on or before October 31 in each year, of which notice in writing to the last known email address of each member shall be delivered 30 days prior to the date of the meeting.
4.3.1 The annual meeting shall be open to all members of the society, both Board Members and Non-Voting Members.
4.3.2 At this meeting the new members of the Board of Directors for the upcoming year shall be appointed by the current Board of Directors. The members so elected shall form a Board, and shall serve until their successors are elected and installed.
4.3.3 At this meeting there shall be elected a Treasurer from among the approved Board of Directors. Any Board Member in good standing shall be eligible to the office of Treasurer.
4.4 Decision-making Procedures
4.4.1 Decision-making at general and annual meetings of SAVEdmonton will be through consensus. Members shall endeavour to engage each other through respectful dialogue and reach decisions collectively. The procedures for consensus-based decision making are outlined in the Policy Manual.
4.4.2 The process for achieving consensus may be determined and negotiated by those Board Members present at a meeting. Board Members may agree to adapt consensus as suits the situation in question, however, a 51% approval level shall be the minimum standard for any decisions.
5.1 Formation of Committees
5.1.1 The Board may, at a regular meeting of the Society, determine the need to establish one or more ad hoc committees to address a particular area of the Society’s operations.
5.1.2 Board Members may nominate themselves for membership in an ad hoc committee.
5.1.3 At a further meeting of the Society, the Board may dissolve an ad hoc committee by consensus of present Board Members.
Spending & Reimbursement
6.1 For the purpose of carrying out its objects, the Society may, in agreement with Funding Agencies or individual Board Members, allow the Funding Agency or Board Member to effect payment on behalf of the Society, if approved by consensus of the Board of Directors.
6.1.1 Payments approved under Bylaw 6.1 may only be approved to such amounts as may be reimbursed from the monies presently held by the Society on the date of approval.
6.2 The written approval of two Board Members, including the Treasurer, shall be required for any expenses that will be reimbursed by the Society.
6.2.1 The Member of the Society seeking reimbursement for the expense must provide all receipts for the expense to the Treasurer prior to receiving reimbursement.
6.2.2 The Treasurer shall maintain a record of all funds disbursed via reimbursements, and report these amounts in the Society’s annual financial statements.
6.2.3 Detailed policies regarding reimbursements can be found in the Policy Manual.
6.3 Reimbursement of payments made under these Bylaws must be completed within 90 days of the original expenditure or as agreed prior to the approved expenditure between the Board of Directors and the Funding Agency or Board Member.
7.1 The books, accounts and records of the 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 March 31.
7.2 The financial 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 Treasurer.
7.3 The minutes 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 to a Board Member. All Board Members shall maintain access to the digital written records of the Society at all times.
8.1 The Board of Directors shall not have the authority to exercise borrowing powers or obtain debentures other than as outlined in Bylaw 6.1.
9.1 For the purpose of carrying out its objects, the society may raise or secure the payment of money in such manner as it thinks fit, and in particular through fundraising activities, by application for grants or other funding, or by agreement with a Funding Agency.
Seal of the Society
10.1 The Board shall adopt a seal as the Seal of the Society.
10.2 The Treasurer has control and custody of the seal, unless the Board decides otherwise.
10.3 The Seal of the Society may only be used by the written approval of two Board Members.
11.1 Dissolution of the Society may be approved by full consensus of all Board Members at a Board meeting.
11.1.2 Notice of the intent to consider dissolution of the Society must be provided to all members of the Society at least 30 days prior to the Board meeting at which dissolution will be considered.
11.2 If any funds remain under control of the Society after the Board has approved dissolution of the Society, these funds shall be donated to the fiscal agent of the Society.
10.1 The Bylaws may be rescinded, altered or added to by consensus of a quorum of the Board at any meeting of the Society for which 30 days’ notice has been provided to all members of the Society. 10.1.1 The amended bylaws take effect after their approval by the Board and acceptance by the Corporate Registry of Alberta.
10.1.2 At any meeting at which the Bylaws are amended, a member of the Board will be appointed to submit the amended version of the Bylaws to the Corporate Registry of Alberta.