Foundational Bylaws

Alberta Priority:
Restoring Trust, Together
Alberta Priority FOUNDATION

BYLAWS
Article 1
Name

A. The name of the society is the Alberta Priority Foundation (the “Foundation”).
B. The name of the political party registered with Elections Alberta and conjoined with the
Foundation is the Alberta Priority Party, herein called the “Party”.
C. This document comprises the bylaws of the Foundation (the “Bylaws”) which shall apply
equally to the Foundation and the Party.
D. All references herein to either Foundation or Party shall be deemed to include the other
unless the context requires or implies otherwise.
E. The Party may change its name by a majority vote of the Members at a general meeting.
F. In the event that the Party changes its name, the name of the Foundation may be changed by
a majority vote of the Members at a general meeting.
Article 2
Principles

The Party and Foundation are rooted in, and all of their actions and activities shall conform with,
defend and be guided by these foundational principles (“Principles”).
A. Human

Supremacy of the rule of law, equality of all before the law, and protection of the
fundamental individual and civic rights and freedoms of all under the law.
Democratic institutions wherein elected representatives serve honestly, ethically, and
with concern for all their constituents, and governments at all levels are open and
accountable to the people.
Universal public access to health care and education, while honoring individual choice
and striving for continuous improvement.
Compassionate commitment expressed through social policies and practices that
encourage people to become self-reliant, while ensuring equal opportunities for all.
Families are foundational building blocks for strong and healthy communities, and the
principal means by which citizens acquire, practice and pass on their values and beliefs.
Encourage dynamic, purposeful and diverse cultural, professional, religious, and other
volunteer special interest civil organizations devoted to enriching community life.
Create a political culture grounded in freedom, transparency, accountability, cooperation,
integrity and trust.

B. Economic

Fiscal prudence, including limited government, balanced budgets, debt reduction, and
realistic taxation and contingency provisions.
A regulatory regime that is fair, competitive, encourages entrepreneurial initiative, and
does not inhibit economic growth.
Individual and corporate freedom to participate in a market economy which encourages
the creation of wealth, protects Albertans’ right to own, enjoy and exchange property, and
fosters innovative private sector growth.
C. Heritage
Environmental responsibility; including appropriate stewardship, conservation,
preservation and use of our natural resources for the benefit of present and future
generations.
Alberta has a rich, diverse and distinct cultural heritage which must be recognized as we
regard our collective past, adapt to our present, and plan for our common future.

Article 3
Objects

A. The objects of the Foundation are:

to build and maintain a political party capable of forming the Government of Alberta,
while advancing the principles and policies approved by the Members from time to time,
to do all such other activities or things as are consistent with the Principles and approved
by the Members.
B. The objects of the Party are specified in the Constitution.
Article 4
Definitions

A. Terms defined in Applicable Laws or other Alberta statutes shall have the same meaning in
these Bylaws and the Constitution unless otherwise defined in either.
B. Terms importing the singular shall include the plural and vice versa; terms importing the
masculine gender shall include the feminine gender and vice versa.
C. In these Bylaws the following terms have these meanings:

“AGM” means an annual general meeting of the Foundation and the Party;
“Applicable Laws” means the Societies Act, RSA 2000 c S-14, the Election Finances
and Contributions Disclosure Act, RSA 2000 c E-2, and/or the Election Act, RSA 2000
c E-1 as the context requires, together with the regulations made thereunder, all as
amended from time to time;
“Board” means the board of Directors of the Foundation and the Party;
“CA” means a constituency association of the Party registered with Elections Alberta;
“Caucus” means the collective MLAs representing the Party and their constituents in the
legislative assembly of Alberta.
“CFO” means the chief financial officer of the Foundation and the Party;

“Constitution” means the Party constitution created under Article 10, together with all
of its derivative documents, if any;
“Committee” means a standing or special committee required by these Bylaws and/or
created by the Board, including subcommittees, if any;
“Director” means a voting member of the Board who is either a Regional Director or
Officer;
“Member” means a voting member of the Party and the Foundation, as defined in
Article 5 and the Constitution;
“MLA” means a member of the Legislative Assembly of Alberta endorsed by the Party
for any given electoral division;
“Officer” means a voting member of the Board who is not a Regional Director;
“Plenum” means a deliberative assembly at a general meeting that Members may attend,
make motions, speak in debate, and vote on matters affecting the Foundation and Party
as prescribed herein and in the Constitution;
“Regional Council” means a regional council create under Article 6 of the Constitution;
“Regional Director” means a person appointed, elected or acclaimed in conformity with
the Constitution to represent their region on the Board;
“Regional Event” means a meeting, workshop, town hall, presentation, or any other
gathering as prescribed in Article 6, that is open to all regional Members and is
intended, among other things, to foster stronger participation in the affairs of the Party;
“SGM” means a special general meeting of the Foundation and Party convened for a
specific purpose.
D. Definitions may be rescinded, altered and added to by general resolution passed with a
majority vote at a governance Plenum.

Article 5
Membership

A. Memberships are issued by the Party. Party membership automatically confers membership
in the Foundation for no additional fee.
B. Members are Canadian citizens who:

are resident in Alberta, and have been continuously resident for at least six (6) months;
are sixteen (16) years of age, or older;
support and adhere to the Principles and objects of the Foundation and the Party;
agree to adhere to the Member Code of Conduct maintained by the Party;
have applied for membership and paid the prescribed membership fee, personally or by a
spouse, adult interdependent partner, parent, or legal guardian;
have not resigned from their membership by written notification to the Party;
have not had their membership revoked or suspended in accordance with the provisions
of the Constitution.
C. For further clarity, and notwithstanding any provision in Applicable Laws that may suggest
otherwise, membership applications that do not comply with all of the above criteria will be
rejected, and Members who are found to be noncompliant with any of the above criteria, or

were noncompliant at the time of their application for membership, will have their
memberships revoked.
D. Membership fees are non-transferable and non-refundable, in whole or in part.
E. Albertans can be Members while holding membership in another political party provided
they meet the requirements of membership; and do not hold positions on another party’s
provincial board, constituency association boards or staff.
F. The Board shall determine the prescribed membership fees.
G. The Constitution may provide for different categories of membership including differing
rights, privileges, terms and obligations associated with each.
H. The Constitution may define policies and prescribe procedures regarding suspension,
revocation and reinstatement of membership in addition to those stated herein.
I. No Member is, in his or her individual capacity, liable for any debt or liability of the
Foundation or Party.
J. Subject to such minimum periods of membership, privileges or absence of privileges
assigned to different classes of membership, payment of registration fees, and adherence to
prescribed procedures as may be set out in Applicable Laws, these Bylaws, the Constitution,
the Board or CA boards as the case may be, every voting Member is entitled to:

attend, participate in, stand for election to the Board, and vote at any AGM or SGM;
attend, participate in, stand for election to a CA board, and vote at general meetings of
the CA of the Electoral Division in which the Member resides;
stand for election to a CA board in a CA of an Electoral Division in which the Member
does not reside, but who is otherwise eligible in conformity with the CA Rules;
attend, participate in, and vote for candidates in elections for other Party offices in
accordance with the rules and procedures prescribed for such elections in the Constitution
or by the Board.
K. Members will serve as volunteers on the Board, CA boards, and Committees and will receive
no remuneration except as may be otherwise provided in the Constitution.
L. Elements of Article 5 may be rescinded, altered and added to by general resolution passed
with a two-thirds vote at a governance Plenum.
Article 6

Constituency Associations

A. Members

Members shall be organized into CAs according to their ordinary residence.
The affairs of each CA shall be under the control of its resident Members.
CAs shall be organized into regional zones determined by the Board from time to time.
Members are encouraged to participate in constituency association and Regional Events.
B. Rights
Constituency associations are the primary organizations through which the rights of the
Members are exercised.
CAs shall have the primary responsibility for conducting local candidate nominations as
prescribed in the Constitution.
CAs are encouraged to fully participate in the affairs of their Regional Council.

CA presidents may view any books, records, and minutes of the Board or Committees of
the Board for information purposes, upon directing a written request to the Secretary of
the Foundation. The Board may establish reasonable and equitable guidelines governing
such requests.
C. Responsibilities
CA boards shall ensure that all provisions of the Bylaws and Constitution are upheld;
CAs shall comply with the financial management and reporting requirements of Elections
Alberta and the Constitution;
CA presidents shall ensure the confidentiality of information acquired under Article 6B4,
which information shall be used exclusively in furthering constituency goals.
D. The Constitution shall prescribe rules and guidelines pertaining to the formation, function,
regulation and dissolution of constituency associations and CA boards in conformity with
Applicable Laws.
E. MLAs and registered candidates, if any, shall be ex officio, non-voting members of CA
boards, but shall be afforded no special privileges arising from their position at CA board
meetings.

Article 7

Governance and Accountability

A. Authority, Responsibility and Accountability

Ultimate authority within the Foundation and Party resides in the Members.
Governance of the Foundation and Party at general meetings resides in the Members.
Governance of the Foundation and Party between general meetings is delegated to the
Board in conformity with the Principles, these Bylaws, the Constitution and directions
given it by majority vote of the Members present and voting at a general meeting.
The Leader and Deputy Leader, if any are accountable to the Members, the Board, the
Caucus and, if MLAs, to their constituents. If Premier, the Leader is also accountable to
all Albertans.
MLAs are accountable to the Members and their constituents.
B. Finances and Borrowing
Unless approved by the Members in advance, the Party shall operate balanced budgets.
With Member approval, borrowing by the Party will be determined by the Board in
conformity with the Principles and the Constitution.
The Board shall appoint an auditor and approve the auditor’s employment and fees.
Audited financial statements shall be presented to the Members at AGMs.
C. Administration
The fiscal year end of the Party is December 31.
The Board may, by majority vote approve reimbursement of expenses, and the protocols
applying thereto, for members of the Board and Committees.
Members may inspect audited books and records of the Foundation at AGMs by prior
arrangement with the Secretary or CFO, as the case may be; CA presidents may inspect
Board and Committee minutes under terms and conditions prescribed in the Constitution.

Article 8
General Meetings

A. Purpose and Administration

There are two types of general meetings: AGM and SGM, which may be concurrent.
Subject to the provisions of Applicable Laws, the Bylaws, the Constitution and any
applicable rules of order, the Members have the sole authority to add to, amend, or
rescind these Bylaws and the Constitution, debate and vote on governance resolutions,
adopt policy, and elect eligible Directors.
A SGM may be called by the Board for a specified purpose, and shall be called without
delay upon the written request of one quarter of the CAs evidenced by substantially
equivalent resolutions or motions passed by the requisite number of CA boards or CA
general meetings.
Voting by proxy is not permitted at Party or CA general meetings.
All AGMs shall make adequate provision for Members to participate virtually, and shall
include general, governance and policy Plenums.
Quorum for a general meeting is the lesser of one-third of the Members or two hundred
(200).
B. Location and Methodology
The time, date, physical location, if any, and agenda for general meetings shall be
determined by the Board, who shall make every effort to ensure all Members have a
reasonable opportunity to participate, either virtually or in person.
An AGM shall be held once every calendar year, but in no case shall more than eighteen
(18) months elapse between successive AGMs.
A minimum of sixty (60) days notice of an AGM is required to be sent to all Members by
any method or methods determined by the Board, ensuring all Members have a
reasonable opportunity to receive it.
A minimum of thirty (30) days notice of a SGM is required to be sent to all Members by
any method or methods determined by the Board, ensuring all Members have a
reasonable opportunity to receive it.
Voting Members who are not physically present at the place of a general meeting:
a) shall be deemed present and are included in quorum while logged on virtually;
b) must be able to register for, and attend the general meeting using appropriate virtual
technology;
c) in the case of an AGM, must be able to vote for Officers via a secure, electronic,
secret ballot voting method;
d) must be able to participate in debate;
e) must be able to vote on all motions and resolutions that require a vote.
General meetings may be attended by all voting Members who were Members at the time
the notice of the general meeting was first published.
Registration fees for general meetings shall be levied on a cost recovery basis, with
appropriate differentiation between in-person and virtual attendee costs.
Eligibility requirements for election to the Board are prescribed in the Constitution.

Article 9
Board of Directors

A. Officers and Regional Directors

The Officers of the Foundation and Party are President, Chief Financial Officer (CFO)
and Secretary, plus additional Officers prescribed in the Constitution, provided that the
number of Officers shall not exceed the number of Regional Directors on the Board.
The Board shall have no fewer than five (5), and no more than ten (10) Regional
Directors whose numbers, election or appointment, terms, responsibilities, and other
privileges and particulars shall be prescribed in the Constitution.
The Leader or Interim Leader, and Deputy Leader, if any, Executive Director, and one
Caucus member who is not the Leader, Interim Leader or Deputy Leader may sit as ex
officio non-voting members of the Board.
The President is a principal Officer, presides over general meetings and meetings of the
Board, may not vote on any motion or resolution at a Board or general meeting except in
order to break or create a tie vote, and performs such other duties prescribed in the
Constitution or assigned by the Board.
The CFO is a principal Officer, oversees the audit of accounts and all other financial
matters of the Foundation and Party, reports to the Board and Members at meetings, and
performs such other duties prescribed in the Constitution or assigned by the Board.
The Secretary has custody and use of the Foundation’s seal, if any, and has primary
responsibility for the preparation, custody, and archiving of minutes of meetings of the
Foundation and Board and other non-financial books and records, and performs such
other duties prescribed in the Constitution or assigned by the Board.
The procedures for electing, appointing and removing Officers and Regional Directors,
together with their terms, powers and duties shall be prescribed in the Constitution.
B. General Provisions
If an Officer position is vacant, the Board may fill the position by appointment, if it
chooses, and the appointee will serve the remaining term of the Officer whose absence
from the Board created the vacancy.
If a Regional Director position becomes vacant, the Board shall fill the position as
prescribed in the Constitution.
Notwithstanding any other provisions of these Bylaws and the Constitution, the following
individuals may not be elected, acclaimed or appointed as Directors:
a) members and employees of the Legislative Assembly of Alberta;
b) members and employees of the Parliament of Canada;
c) employees and contractors of the Party or any other political party;
d) a Member who has served three (3) consecutive terms in any combination of
positions on the Board. For further clarity, after being off the Board for two (2) years
or longer, a Member may again be elected, acclaimed or appointed to the Board, and
may serve up to an addition three (3) consecutive terms;
e) a Member who plans to run as a candidate in a municipal, provincial or federal
general election. Directors must sign a declaration that they will not seek to become

8
such a candidate during their term of office. In exceptional circumstances, and by a
vote of three-quarters of the entire number of Directors in which vote the affected
Director must abstain, the Board may waive this requirement on an individual basis.

C. Governance

The Board shall be subject to these Bylaws and the Constitution, and none of its acts shall
conflict with the Principles of the Foundation or Party.
The Board’s authority exists when they meet as a Board and no Director, ex officio Board
member, employee or Member shall have authority to act for, or on behalf of, the
Foundation or Party between meetings, except as specifically provided by the Board
through the adoption of a motion, resolution, or standing rule of order.
Notwithstanding the above, the Constitution may prescribe specified instances, occasions
or circumstances wherein the President, Leader, Interim Leader or Deputy Leader, if any,
may act or speak for, or on behalf of the Party.
The powers and responsibilities of the Board shall include:
a) promoting the objects and Principles of the Party;
b) establishing such policies and procedures necessary for the governance of the Party
between general meetings as are not otherwise established by the Members;
c) maintaining and protecting the assets and property of the Party;
d) preparing and approving the annual budget of the Party;
e) maintaining all financial records for the Party;
f) without limiting the general responsibility of the Board, delegating specified powers
and duties to the Party’s Executive Director.
Directors shall serve their terms of office commencing at the close of the AGM at which
they were elected, acclaimed or appointed, and concluding at the close of the AGM
where their terms expire. Their terms of office shall be prescribed in the Constitution.
Directors shall be responsible for the management of the affairs of the Foundation and
Party as assigned to them by the Constitution and the Board.
The Board shall, at its first meeting following an AGM, elect or appoint another Director
or Directors to perform the President’s responsibilities in the President’s absence,
inability or refusal to perform them.
The Board may create and maintain such Committees as it deems necessary, and shall
create and maintain the standing Committees prescribed in the Constitution in accordance
with the procedures and terms of reference specified therein.
Committees may be comprised of Directors and other Members of the Party. In
exceptional circumstances a non-Member may be appointed to a Committee for a
specified purpose. Such an appointment requires a two-thirds vote of the Board.
In special circumstances motions may be moved, seconded and voted on by email,
provided the voting is open for twenty-four (24) hours after all Directors are informed. If
passed, the decision is effective immediately, but the motion must be ratified at the next
regularly called meeting of the Board, otherwise they shall be null and void.
D. Suspension, Revocation and Reinstatement
A Member’s membership may be revoked or suspended for cause by the Board.

The Constitution shall prescribe rules and procedures for membership suspension,
revocation and reinstatement, together with the conditions and appeal provisions for each.
A person who holds an elected, appointed or hired Party position may be censured or
suspended from their position under the provisions of the Constitution.
Any Director who misses three consecutive meetings without reasonable cause may be
removed from the Board by a majority vote at a meeting where quorum is present.
E. Board and Committee Meetings
The President shall call regular meetings of the Board.
In the event of the President’s inability or refusal to call a Board meeting, an acting
President authorized by the Board under Article 9 C.7, or alternatively, the Secretary and
three (3) other Directors may call a special meeting.
Seven (7) days notice of meetings shall be given by electronic means. The Board may, in
exceptional circumstances and by majority vote at the meeting, waive such notice.
Quorum for transacting Board business shall be:
a) for a regular meeting, a majority of Directors, and must include at least three (3)
Officers and three (3) Regional Directors; or
b) for a special meeting called under subsection E2, a two-thirds majority of the
Directors excluding the President.
Quorum for Committee meetings shall be a majority of Committee members.
Board and Committee members may participate in their respective meetings
electronically, provided that everyone present is able to both hear, and be heard by all
attendees. Members participating by electronic means are deemed to be present at the
meeting and contribute to quorum.

Article 10
Party Constitution

A. The Party will adhere to a Constitution that is ratified and maintained by the Members.
B. For greater clarity, and except as specified therein, the Constitution does not apply to the
functioning of the Foundation.
C. The Constitution shall govern the affairs of the Party, its Members, Leader, MLAs,
Candidates, Nomination Contestants, Executive Director, staff, contractors and CAs,
including officers and directors of the Board and all CAs.
D. The Constitution shall contain Party governance directives and guidelines including and
augmenting, but not limited to those prescribed in these Bylaws.
E. . Unless otherwise prescribed therein, the Constitution may be added to, deleted or altered by
a two-thirds majority of the Members present and voting at an AGM or SGM

Article 11
Rules of Order

A. The Board may create or adopt rules of order for any meeting of the Foundation or the Board,
including Committees of the Board.

10
B. A CA board may create or adopt rules of order for any meeting of their CA or CA board,
including Committees of their CA board.
C. If, and to the extent that the Board or CA boards do not create or adopt rules of order,
Robert’s Rules of Order, current edition will govern all meetings of the Foundation, the
Party, the Board, Committees, and Constituency Associations provided that such rules do not
conflict with these Bylaws or the Constitution, in which case these Bylaws or the
Constitution will prevail.

Article 12
Amendments

A. Except as otherwise specified herein, these Bylaws may be altered, rescinded, or added to by
special resolution of the Foundation as defined in Applicable Laws.

Article 13

Founding Governance Rules

A. Notwithstanding anything else found in these Bylaws and the Constitution, these governance
rules and procedures shall be effective and, where they apply, override all other governance
directives prescribed in these Bylaws and the Constitution until the close of the Foundation’s
first AGM, whereupon Article 13 in its entirety shall become null and void and deleted from
the Bylaws.
B. The following terms have these meanings in this section:

“Founding AGM” means the first annual general meeting of the Foundation;
“Founding Board” means the subscribers to the application for incorporation of the
Foundation, together with other Founding Members who are added to their number;
“Founding Caucus” means those who are invited by the Founding Board, and thereafter
choose to sit in the Legislative Assembly as Party MLAs. This designation is effective
from the time the Party is registered by the Chief Electoral Officer until the close of the
Founding AGM;
“Founding Leader” means the person, or any of a succession of persons appointed by the
Founding Board to serve as interim Leader until the Party’s first leadership contest;
“Founding Members” means the applicants who formed the Foundation, together with
those persons who are invited to become members of the Foundation in compliance with
recruitment procedures established by the Founding Board, or a committee formed by
the Founding Board;
“Shadow CA” means the Founding Members resident in an Electoral Division who wish
to form a CA following the registration of the Party.
C. The Founding Board shall govern the affairs of the Foundation and the Party until the close
of the Founding AGM, at which time it will be subsumed into the Board in conformity with
these Rules.
D. All Founding Board members shall be full voting members except the founding President,
who may vote only to create or break a tie.

E. The Founding Board may:

establish terms and procedures for the recruitment of new Founding Members;
form a committee that is instructed and empowered to recruit new Founding Members;
appoint a President, CFO, Secretary and additional Directors as required, and instruct all
Directors in their duties;
form a committee that is instructed and empowered to recruit and form Shadow CAs;
establish procedures for the operation of Shadow CAs;
recruit sitting MLAs to join the Party, and formulate procedures governing such
transitions;
appoint a Founding Leader, and establish terms of reference under which the Founding
Leader serves, and may be replaced;
appoint an Executive Director and instruct the Executive Director in the recruitment of
staff as required;
formulate procedures governing the recruitment of Nomination Contestants and
Candidates;
in conjunction with Shadow CAs, recruit Nomination Contestants or Candidates for
selected Electoral Divisions;
create a Party Constitution and amend it as required until its ratification by the Members.
F. Except as specified herein, the Founding Board shall have the powers and responsibilities,
be bound by the constraints, and be governed by the same quorum requirements and rules of
order as are prescribed for the Board in these Bylaws.
G. Founding Board meetings may be held with a minimum of three (3) days notice.
H. Quorum for a Founding Board meeting shall be a majority of its members.
I. Founding Board meetings may be held prior to, and in anticipation of the Registrar issuing a
certificate of incorporation, provided that accurate minutes are recorded. Decisions made at
such meetings must be ratified at the first Founding Board meeting following issuance of the
Foundation’s certificate of incorporation, or become null and void.
J. The Founding Board may appoint additional Directors and Officers up to the time that notice
is issued for the Founding AGM.
K. The Founding Board may not borrow money excepting only loans from Founding Members
with the prior approval of, and terms of repayment agreed in writing by the Founding Board.
L. Founding Board members may resign their membership on the Founding Board in writing
M. Time served on the Founding Board shall not be deemed to be time served on the Board for
the purposes of Article 9 B 3(d) of the Bylaws.
N. A minimum of thirty (30) days notice of the Founding AGM is required to be sent to all
Founding Members by any method or methods determined by the Founding Board.
O. Quorum for the Founding AGM shall be fifty (50) Founding Members.
P. Founding Members have the right to vote on all matters brought before the Founding AGM.
Q. Founding Members are obliged to adhere to a code of conduct prescribed by the Founding
Board. Failure to adhere to the code of conduct will constitute grounds for their suspension
or expulsion.
R. Founding Members may hold positions on another party’s provincial board or constituency
association boards.

12
S. Founding Members may, by written notice to the secretary of the Founding Board, withdraw
from membership in the Foundation.
T. Unless otherwise specified herein, all other terms and conditions of the Bylaws shall apply
to the Foundation and Party, if any, including their offices, functions, organs and members.

THESE Alberta Priority FOUNDATION BYLAWS are hereby approved on this ______ day
of ______ 2025 by the following Directors of the Foundation:

Director 1

(Signature) (Signature

Director 2

(Signature) (Signature

Director 3

(Signature)

WITNESS for all of the above signatures:
Witness 1

(Witness Signature)
This information is being collected for the purposes of corporate registry records in accordance with the Societies Act. Questions about the
collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for the Alberta
Government, Box 3140, Edmonton, Alberta T5J 2G7, (780) 427-7013