Minor revisions to bylaws are required to implement changes to RMA’s year and align with current policies
The RMA’s bylaws clarify the association’s objectives, membership, election processes, governance structure, and other key aspects of how RMA operates.
As per the bylaws, any bylaw amendments must be approved by a three-fifths majority of RMA Full Members, and proposed amendments must be circulated to Full Members at least twenty-one days prior to the convention where the vote will be held.
Each proposed amendment is summarized below.
Amendment Summary by Bylaws Sections
Note: Each section includes a summary of the proposed changes and an explanation of the purpose of the changes, as well as the actual proposed amendments. Proposed amendments are identified as follows (additions are identified in green, omissions in red strikethrough, surrounding clauses included for context):
Section B: Membership
Purpose: Upon reviewing the membership section, the RMA Board of Directors identified the need for clarification, including:
- 2. (b) Clarification has been added to the definition of Associate Member to clarify who can participate in RMA’s Insurance and Canoe programs. The current term “non-taxable” is difficult to define and has restricted subsidiaries of municipalities and other MASH sector entities that may pay taxes. The proposed amendments would accommodate these potential members who did not qualify under the “non-taxable” definition.
- 3. Clarification that a Full member must provide one year’s written notice to the Board to withdraw its membership. An associate member would be free with withdraw their membership based on the terms of their agreement with RMA Insurance or Canoe.
Proposed Amendments:
- 2. (b) Associate Members shall consist of government entities, non-profit organizations and charities as defined within the Income Tax act, RSC 1985 c 1 (5th Sopp) as amended and/or subsidiary entities owned by those organizations
non-taxable entitiesincluding, but not limited to, municipalities that are not Full Members; service, housing, or utility authorities, agencies, or commissions; school boards and educational institutions; public sector agencies and institutions; associations; and not for profit organizations and community groups, who have paidtheany applicable membership fee for the year. The rights and privileges of Associate Members shall be limited access to the Association’s Business Services. Associate Members are non-voting members and are not entitled to participate in a distribution of the assets of the Association. - Any Full Member wishing to withdraw its membership may do so upon one year’s prior written notice to the Board.
Section C: Membership Fee
Purpose: A simple amendment to this section has been identified to clarify when both Full and Associate membership fees are due.
Proposed Amendment:
- 5. In each year, the respective membership fee shall be paid to the Association and shall be due and payable by each Full Member on or before September 1st. The membership fees paid are non-refundable. Associate Member fees shall be due and payable within 30 days of issue of the invoice.
Section F: Vacancies
Purpose: Upon review of the RMA’s Bylaws in conjunction with the RMA Board Elections Policy, clarification is needed to align when an election for President or Vice President may take place should a vacancy occur mid-term during a scheduled election for RMA board positions. A new clause to start this section is proposed as follows, with clarifying subsequent amendments to the following clause.
Proposed Amendments:
- New 19. In the event that a current President or Vice President that is mid-term (i.e., one (1) year into a two (2) year term) submits a nomination package for the position of President or Vice President for a scheduled election at a Convention, a call for nominations for the potential vacancy of President or Vice President will be issued after the scheduled President or Vice President nomination deadline. The current President or Vice President is not required to resign their seat mid-term to pursue another position, therefore the mid-term election of President or Vice President will only take place at such Convention should the current President or Vice President be successful in being elected President or Vice President.
- Revised 20 (formerly clause 19). If during any year outside of the annual election process described in Section 19, there is a vacancy in the role
is thatof President, the Vice President shall assume the role of interim President until such time as an election for President can be held at the next following Convention. If a vacancy in the Board is that of Vice President, outside of the election process described in Section 19, the vacancy shall remain open until the next following Convention.
Section G: Financial Year
Purpose: The RMA Board is proposing amendments to change the financial year end.
Proposed Amendment:
- 23. Unless otherwise established by the Board from time to time, the financial year of the Association shall be from the first day of
AugustJanuary to the thirty-first day ofJulyDecember in thefollowingsame calendar year.
Section H: Auditing
Purpose: Amendments are proposed to reflect that financial records and books are not easily accessible at convention, but a member can book an appointment with the RMA to view the records at any time.
Proposed Amendments:
- 25. The books and records of the Association may be inspected by any Full Member of the Association
at the Convention orat anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each Director shall at all times have access to such books and records.
The proposed amendments will be presented and voted on by members during the annual general meeting at the RMA 2024 Fall Convention on Wednesday, November 6, 2024.
William Peachman
Legal Counsel
william@RMAlberta.com
Duane Gladden
CEO / Executive Director
duane@RMAlberta.com