Party CA

Priority ALBERTA:

Restoring Trust, Together

Constituency Association Rules

Authorized under Article 10 of the Priority Albert Party Constitution.

I. General

A. All Priority Alberta Party Constituency Associations are governed by these rules and procedures under

the Foundation Bylaws and Party Constitution.

B. Members within each electoral division in Alberta may be organized into CAs. A CA is the primary

organization through which the rights of the Members are exercised.

C. CAs are encouraged to choose a Candidate in conformity with the Candidate Selection Rules, who,

if elected, will represent all the people of the Constituency as their MLA.

II. Definitions

A. In these CA Rules the following terms have these definitions:

1. “AGM” means an annual general meeting of the Constituency Members provided for in these

Rules at which, among other things, the CA board of directors are elected;

2. “CFO” means a Director who is the chief financial officer of the Constituency Association;

3. “Constituency” shall have the same meaning as “electoral division” in Applicable Laws;

4. “Deregistered Constituency Association” means a Constituency Association that has been

deregistered under Applicable Laws and which has not been re-registered within ninety (90)

days of the date of deregistration;

5. For the purposes of these Rules, “Director” means a voting member of a Constituency

Association board of directors, including an officer;

6. “Founding Meeting” means the first general meeting of a Constituency Association, or the first

general meeting of a Constituency Association held after a Status Change affecting the

Constituency Association has occurred;

7. For the purposes of these Rules, “Member” means a Party Member with voting privileges who

is ordinarily resident within a Constituency;

8. For the purposes of these Rules, “Officer” means a CA president, CFO or secretary and each

Director who is elected or appointed by the CA board as a vice-president.

9. “SGM’ means a special general meeting of the Constituency Members called for a specific

purpose other than an AGM;

10. “Status Change” means the recognition of a Constituency Association by the Party, or the

recognition of a predecessor Constituency Association as the Constituency Association of a

registered successor Party, or the happening of an event that causes a Constituency Association

to become a Deregistered Constituency Association or a Constituency Association that has no

Directors.

III. Accreditation

A. Recognition

1. The Bylaws permit five (5) or more Members within a Constituency to apply to the Party to

form a CA where no CA is currently recognized by the Party for that Constituency. The

application shall be in a form provided by the Party. The Board shall consider the application

and if approved, may apply to register the CA with Elections Alberta under Applicable Laws.

2. If a Status Change has occurred, the following rules shall apply in addition to, or substitution

for the ordinary process, as the case may be:

i. the Party Board or its designate, shall within three (3) months of the Status Change, fix

the date for a Founding Meeting and provide notice to the Members of the time, place

and business to be transacted at the Founding Meeting by electronic mail, by telephone,

and by publication of a notice on the Party website, such notice to be not less than

twenty-one (21) days; and

ii. the Party Board may establish a different quorum requirement for a Founding Meeting

than provided in these Rules, but must record in the minutes their reasons for so doing;

and

iii. a designate of the Party Board shall chair the Founding Meeting and appoint a

Returning Officer for the election of Directors; and

iv. the Members present and voting at a Founding Meeting shall elect the officers and

other Directors in accordance with these Rules, authorize the newly elected CA board to

take all necessary steps to register the CA in accordance with Applicable Laws, and

conduct such other business as the Members determine is in the interests of the

Constituency Association.

3. The Board, in considering an application to form a CA, shall consult with the Regional Council

for that region, if any, and incorporate the Council’s written recommendations into its decision.

4. The Board shall inform the applicants of its decision without delay, and shall include all

relevant information in its written approval, conditional approval, or denial of the application.

5. The Party may apply to Elections Alberta to revoke the recognition of a CA after:

i. fully explaining and clearly documenting its reasons; and

ii. successfully defending an appeal of the proposed revocation by the CA to the Party

Arbitration Committee; and

iii. entering into an agreement with the CA, which the CA shall not unreasonably withhold,

to have their funds transferred to the Party in trust for the benefit of the Members. The

Party shall promptly transfer any funds held in trust to a subsequently recognized

Constituency Association.

B. Participation

1. CA Members shall support the principles, objectives and policies of the Party and maintain an

effective CA to promote them in their Constituency.

2. CAs shall encourage Member participation in the political affairs of Alberta, the Party, their

CA and Regional Councils.

3. CAs shall organize, inform their Members of, and conduct the election of Regional Directors in

their Constituency in accordance with the Constitution and these Rules.

4. Upon seven (7) days’ notice of request and provided the meeting venue allows, any Member

may request to attend a CA board meeting as an observer. The CA board may establish rules

and guidelines for such observers, including the right to limit numbers and individual

attendance frequencies.

C. Responsibilities

1. CAs shall be responsible for the following;

i. encouraging Members to support and participate in the affairs of the CA, Regional

Council, and Party;

ii. soliciting appropriate Member input into CA decisions;

iii. searching for, organizing Nomination Contests to elect, and providing financial and

organizational support for a Candidate in their Constituencies;

iv. organize and conduct their Constituency’s general meetings in an open, transparent and

orderly fashion focussing on the particular needs and wishes of their Members.

2. Every CA is encouraged to actively contribute to, and participate in the common goals, Events,

and practices of its Regional Council.

IV. General Meetings

A. Governance

1. Governance of a Constituency Association lies with the Constituency Members who are present

and vote at general meetings.

2. The CA board shall hold an AGM once in each calendar year and may hold a SGM as required,

and for the specific purpose set forth in the notice of meeting.

3. A SGM must be called by a CA board within forty-five (45) days of receipt of a petition signed

by the lesser of one hundred (100), or one-third (1/3) of the Members as at the date of receipt of

the petition, requesting a SGM for a specific purpose.

4. The CA board shall determine a general meeting’s date, time, place and business to be

transacted and notify all Members, either directly or by arrangement with the Party. Notice

must be sent not less than twenty one (21) days in advance of the date of the meeting.

5. Quorum for general meetings shall be the lesser of:

i. twenty (20) Members, or

ii. one quarter (1/4) of the total number of Members.

6. In no case shall more than fifteen (15) months elapse between successive AGMs.

7. All Members are entitled to attend and speak at general meetings; only those who have been

Members continuously for sixty (60) days prior to the date of the general meeting may vote on

any matter brought forward at the meeting, or stand for election to the CA board.

8. Voting by proxy is not permitted.

9. The CA President shall chair all general meetings except a SGM that has been petitioned by the

Members for the purpose of removing some or all of the Directors, in which case the CA’s

Regional Director or other designate of the Party Board shall chair the meeting.

10. In the event that the President is otherwise unable or unwilling to chair a meeting, the CA’s

Regional Director, or other designate of the CA board will chair the meeting.

11. The minutes of each CA AGM shall be archived with the Party and CA Secretaries.

B. CA Board of Director Elections

1. All Directors shall be elected or acclaimed annually at the Constituency AGM, and their terms

of office shall run from the close of the AGM at which they are elected or acclaimed, to the

close of the next following AGM, unless item B2 below applies.

2. In the event that some or all of the Directors are removed at a SGM called for that purpose, the

terms of the CA board members replacing those so removed, shall be determined by the

Members present and voting at the SGM.

3. AGM planning and elections shall be conducted in conformity with the procedures outlined in

the Party’s AGM Manual.

4. At AGMs the Constituency Members present and voting shall elect by secret preferential ballot

a President, Secretary and CFO, plus up to seventeen (17) additional Directors under the

following rules:

i. Nominations for President and CFO must be delivered to the nominations committee

chair not less than seven (7) days prior to the AGM. There will be no nominations from

the floor for these positions unless an acclaimed candidate fails to secure the majority

approval of the voting Members, in which case the Returning Officer will accept

nominations from the floor;

ii. There may be nominations from the floor for Secretary and all other Directors;

iii. Every candidate shall have the opportunity to speak to the Members if they choose;

iv. Vote counting for the President, CFO and Secretary shall be conducted first to enable

unsuccessful candidates for these positions to stand for election as Directors;

v. All ballots shall offer a “YES” and “NO” option beside the name of each candidate,

including those acclaimed;

vi. Members may rank their preferred candidates in the numerical order of their preference,

in the box beside the “YES” option, “1” being their first choice; “2” their second

choice, and so on.

vii. Members may mark an “X” in the “NO” box beside the names of candidates they do

NOT wish to see elected or acclaimed to the CA board;

viii. Candidate names with neither a preference ranking, nor a “NO” vote shall be considered

a “NO” vote for the purpose of establishing whether the candidate achieved a majority;

ix. The Returning Officer shall tabulate the voting results for the offices of President, CFO

and Secretary, ranking them in order of voter preference, iteratively dropping the

candidate with the lowest ranking and reassigning their secondary votes to the other

candidates, until one candidate emerges as the winner, with BOTH the highest number

of votes AND a majority of “YES” votes cast;

x. In the case of Directors, the same iterative process will be used for tabulating voting

results until the winning candidates up to the maximum number of positions available,

are determined. Again, no candidate who has not achieved a majority of “YES” votes

shall be declared elected to the CA board;

xi. In the event of a tie vote at any stage, the Regional Director shall cast the deciding vote;

xii. In the event the election process fails to fill any of the offices of President, CFO or

Secretary, the Directors may elect or appoint such officer from among their number at

the first CA board meeting following the general meeting;

xiii. For the purposes of these Rules the use of the term “elected” shall include those

Directors who are acclaimed to their positions with majority approval of the Members.

5. The CA board AGM committee shall recruit a Returning Officer from outside the

Constituency, who shall supervise the credentialing of Members, conduct the election,

supervise ballot counting, announce the election results, and be responsible for the integrity,

security and destruction of ballots after any prescribed period elapses.

6. There are no restrictions on the number of times an individual may be elected to a CA board.

7. . The CA board shall convene a meeting as soon as is practicable following an AGM or SGM at

which some, or all of the Directors have been elected to, at a minimum:

i. pass a motion or motions to delegate signing authority for all CA bank accounts;

ii. pass motions to note CA board changes and address other necessary financial or non-

financial matters, if any;

iii. elect and/or appoint up to seven (7) vice-presidents, all to terms of office that expire at

the next AGM.

V. Constituency Association Board

A. Powers and Governance

1. Between general meetings, the CA Board, is authorized to manage and direct the business and

affairs of the Constituency Association in conformity with the Foundation’s principles and

objects, Bylaws, the Constitution, these CA Rules and other directives of the Party.

2. Quorum for CA board meetings shall be a majority of the Directors, and must include a

majority of the Officers.

3. The President shall preside at meetings of the CA board. When the President is absent from, or

otherwise unable or unwilling to chair a meeting or any portion of a meeting of the CA board,

i. the CFO shall preside at the meeting, or portion thereof; or

ii. the CA board may elect from time to time, if it so chooses and under such terms as it

specifies, a Director or Directors to preside in place of the President or CFO.

4. The CA board shall conduct its business by resolution or motion duly passed at a meeting of

the CA board. An email resolution endorsed by a majority of the Directors shall be valid and

effective when so endorsed, but must be ratified and entered into the minutes at the next CA

board meeting.

5. The CA board may establish committees made up of Directors and Members and shall:

i. establish terms of reference of the committee;

ii. designate the members of the committee, including ex officio members;

iii. designate the chair of the committee;

iv. determine the reporting requirements for the committee; and

v. where the committee is to exercise any authority, delegate such authority with

clarity and specificity.

6. Unless otherwise prescribed in its terms of reference, quorum for committee meetings shall be

a majority of its members.

7. The CA board may, by a secret ballot two-thirds vote of the total number of Directors, remove

a Director who is deemed to have violated the Code of Conduct or otherwise adversely affected

the interests or reputation of the Constituency Association.

8. No Director shall have any authority to act for or on behalf of the CA or CA board except as

assigned or otherwise provided for in these Rules or by the CA board through adoption of a

motion or a standing rule of order.

9. The CA board shall not pass a motion or resolution in camera.

10. The CA board shall not borrow money, nor operate in deficit.

11. The President or other Director presiding as Chair at meetings of the CA board shall cast a vote

only to create or break a tie. The Chair may choose not to exercise this privilege. A motion or

resolution resulting in a tie vote is defeated.

B. Duties

1. The CA board and its members shall conduct themselves in a manner consistent with the Code

of Conduct, and shall, immediately upon election to the CA board, sign the Code of Conduct

declaration for CA board members, to be filed with the CA Secretary and the Executive

Director of the Party.

2. Directors are fiduciaries of the Constituency Association and have a duty to act in the best

interests of the Members as a whole.

3. Each Director also has a duty to, at all times, exercise the care, diligence and skill that a

reasonably prudent person would exercise in comparable circumstances.

C. Members and Guests

1. The CA board shall be comprised of Directors elected or appointed pursuant to these Rules.

2. The total number of Directors shall not exceed twenty (20). Up to one in every five (5) or

portions thereof, may be members not resident in the Constituency.

3. The CA’s Regional Director and a Party MLA or duly nominated Candidate for the

Constituency, if any, shall be ex officio non-voting members of the CA board, and shall not

count towards the maximum number of Directors per item C2 above. The MLA or Candidate

may designate another person to be their representative at any CA board meeting.

4. Nomination Contestants may attend CA board meetings as guests and to report their activities

and answer questions.

5. Other guests may be invited or allowed to attend CA board meetings and the CA board may

formulate policies governing such attendees.

6. The CA board may, by a secret ballot majority vote, remove a Director who has missed three

(3) consecutive CA board meetings without reasonable explanation.

7. The CA board may, if it chooses and by majority or plurality secret ballot vote as the case may

be, fill the vacancy of a Director elected at the previous general meeting that included the

election of Directors. The CA board may not however, add to the number of Directors elected

by Members, except by a two-thirds vote of the total number of Directors.

8. Notwithstanding C7 above, if the vacancy is that of an officer, the CA board may elect or

appoint another Director to the officer position, and may then replace the Director so assigned

in the prescribed manner.

D. Meetings

1. Each Director shall be entitled to attend, speak and vote at every meeting of the CA board.

2. The CA board may meet as frequently as necessary, but no less than nine (9) times in any

calendar year.

3. The CA board shall meet at the call of the President, who shall provide email notice to all

Directors of the time, place and business of the meeting not less than seven (7) days in advance

of the meeting. The CA board may, by a two-thirds vote at a meeting, dispense with the notice

requirement for that meeting, except when the business of the meeting includes the removal of

a Director.

4. If the President is unable or unwilling to call a meeting, and upon receipt by the Secretary of an

email request by one-third of the total number of Directors, the Secretary shall call a meeting of

the CA board, which meeting shall be presided over by the alternative chair provided for in

these Rules.

5. Meetings of the CA board may be conducted in person and/or by electronic media provided

that all Directors participating in such meetings can hear each other.

6. The Secretary shall take succinct, accurate and complete minutes of the business conducted at

each meeting. The minutes shall reflect each motion made, the voting method, and the number

of votes in favor, against, and abstentions. A Director may request that his or her vote be

recorded in the minutes, and the Director’s vote shall be so recorded.

7. 2. Each regular meeting of the CA board should, at a minimum, include the following;

i. Presidents report;

ii. CFO report outlining the financial state of the CA;

iii. VP Membership report on membership retention and acquisition plans;

iv. VP Fundraising report on fundraising plans including events, goals and achievement;

v. other VP reports of their activities and plans;

vi. brief account of legislative activities by the MLA or Candidate or their designate, if

any;

vii. a brief report by the chair(s) of any active CA committee.

E. Officers

1. A CA shall have, at a minimum, a President, CFO and Secretary.

2. A CA may also elect or appoint from among its Directors, additional Officers, typically Vice-

Presidents responsible for Membership, Communications, Fundraising, and Policy and

Governance, although other vice-presidents are permitted, to a maximum of seven (7).

3. In addition to other duties assigned by the CA board from time to time:

i. the President shall:

 preside over all general meetings and CA BOARD meetings;

 have the primary responsibility for CA development and organization unless

another Officer is assigned all or part of this responsibility.

ii. the CFO shall:

 be responsible for all accounting and budgeting, including the preparation of

financial statements and reports to the CA board;

 have custody of, and maintain all CA financial records and documents;

 be familiar with, and assume primary responsibility for statutory financial

requirements and filings with Elections Alberta;

 present an annual financial report at each AGM;

 upon their election, acclamation or appointment, ensure the necessary changes

are made to all CA bank accounts.

iii. the Secretary shall:

 prepare, distribute and archive accurate minutes of all CA meetings;

 upon receipt, distribute to all CA board members the minutes of the region’s

Regional Council meetings;

 maintain and keep custody of all non- financial and CA membership records,

and disclose requested items to Constituency Members and Party Board

members in a manner approved by the CA board;

 prepare and file with Elections Alberta within two (2) weeks of the date of CA

officer changes, an approved “Update of Constituency Association Registration”

form; with a copy to the Party Executive Director.

iv. a VP-Membership shall:

 be responsible for the CA membership lists and renewals,

 be responsible for the confidentiality and proper use of the membership list,

 have the primary responsibility for CA membership maintenance and growth.

v. a VP-Fundraising, shall:

 have the primary responsibility for planning and executing CA fundraising

campaigns and events,

 together with the VPs Membership and Communications, devise and execute

approaches that will encourage Constituency Members to contribute to the CA

regularly and effectively,

 in collaboration with the VPs Membership and Communications regularly and

specifically inform Members of the beneficial effects of their contributions to

the CA and Party.

vi. a VP-Communications shall:

 be responsible for all communications, advertising and promotional programs of

the CA,

 be responsible for all social media platforms, as approved by the CA board,

 be responsible for all passwords on communications accounts, and disclose them

to the Party Vice-President (Communications),

 post to social media platforms only those items relevant to CA events and

activities,

 regularly monitor the Party website and social media platforms to ensure CA

events and activities are posted, accurate and timely,

 regularly update the CA website, if any, in conformity with Party standards and

directives regarding content.

vii. a VP-Policy and Governance shall;

 organize and manage all CA initiatives, meetings and procedures through which

the CA participates in the Party’s policy and governance processes,

 encourage collaboration with other CAs in developing joint policy and/or

governance resolutions.

VI. Interpretation and Amendment

A. Subject to the Bylaws, Constitution and these Rules a CA board may adopt standing rules of order

to be followed at general meetings and CA board meetings. To the extent not so adopted, Robert’s

Rules of Order, current edition, will govern meetings.

B. To the extent there is any conflict between these Rules and the Constitution, the Constitution shall

prevail.

C. These Rules are to be interpreted and read in accordance with Applicable Laws, the Bylaws and the

Constitution. Unless they are otherwise defined herein or the context requires otherwise, words and

phrases used in these Rules have the same meanings as defined in Applicable Laws, the Bylaws and

the Constitution.

D. Amendment

1. A CA board does not have the authority to alter these rules.

2. The Party Board may temporarily add to or amend these Rules to ensure they comply with

Applicable Laws, the Bylaws, the Constitution, or to address unforeseen, unexpected or

unusual circumstances affecting Constituency Associations. Such amendments shall have

effect and be binding upon CAs from the time determined by the Board until either their expiry

or the next AGM, whichever is shorter. The factor causing the addition or amendment must be

addressed by the Members no later than the next AGM. In no case shall any such temporary

addition or amendment be binding upon CAs or Members until clearly communicated to all

affected CA boards and posted on the Party website.

3. These Rules may be added to, rescinded or revised as prescribed in the Bylaws and the

Constitution.