Bylaws, Constitution, & Policies

Alberta Priority: Restoring Trust, Together

BYLAWS

Article 1

Name

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

The objects of the Foundation are:

1. 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,

2. to do all such other activities or things as are consistent with the Principles and approved by the Members.

The objects of the Party are specified in the Constitution.

Article 4

Definitions

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.
Terms importing the singular shall include the plural and vice versa; terms importing the masculine gender shall include the feminine gender and vice versa.
In these Bylaws the following terms have these meanings:
1. “AGM” means an annual general meeting of the Foundation and the Party;
1. “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;
1. “Board” means the board of Directors of the Foundation and the Party;
1. “CA” means a constituency association of the Party registered with Elections Alberta;
1. “Caucus” means the collective MLAs representing the Party and their constituents in the legislative assembly of Alberta.
1. “CFO” means the chief financial officer of the Foundation and the Party;
1. “Constitution” means the Party constitution created under Article 10, together with all of its derivative documents, if any;
1. “Committee” means a standing or special committee required by these Bylaws and/or created by the Board, including subcommittees, if any;
1. “Director” means a voting member of the Board who is either a Regional Director or Officer;
1. “Member” means a voting member of the Party and the Foundation, as defined in Article 5 and the Constitution;
1. “MLA” means a member of the Legislative Assembly of Alberta endorsed by the Party for any given electoral division;
1. “Officer” means a voting member of the Board who is not a Regional Director;
1. “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;
1. “Regional Council” means a regional council create under Article 6 of the Constitution;
1. “Regional Director” means a person appointed, elected or acclaimed in conformity with the Constitution to represent their region on the Board;
1. “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;
1. “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

Memberships are issued by the Party. Party membership automatically confers membership in the Foundation for no additional fee.
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.
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.
Membership fees are non-transferable and non-refundable, in whole or in part.
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.
The Board shall determine the prescribed membership fees.
The Constitution may provide for different categories of membership including differing rights, privileges, terms and obligations associated with each.
The Constitution may define policies and prescribe procedures regarding suspension, revocation and reinstatement of membership in addition to those stated herein.
No Member is, in his or her individual capacity, liable for any debt or liability of the Foundation or Party.
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.
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.
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

Members
1. Members shall be organized into CAs according to their ordinary residence.
1. The affairs of each CA shall be under the control of its resident Members.
1. CAs shall be organized into regional zones determined by the Board from time to time.
1. Members are encouraged to participate in constituency association and Regional Events.
1. 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.
1. 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.
1. 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.
1. 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

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.
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.
Administration
1. The fiscal year end of the Party is December 31.
1. The Board may, by majority vote approve reimbursement of expenses, and the protocols applying thereto, for members of the Board and Committees.
1. 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

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).
1. 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:
shall be deemed present and are included in quorum while logged on virtually;
must be able to register for, and attend the general meeting using appropriate virtual technology;
in the case of an AGM, must be able to vote for Officers via a secure, electronic, secret ballot voting method;
must be able to participate in debate;
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

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.
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:
members and employees of the Legislative Assembly of Alberta;
members and employees of the Parliament of Canada;
employees and contractors of the Party or any other political party;
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;
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 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.
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:
promoting the objects and Principles of the Party;
establishing such policies and procedures necessary for the governance of the Party between general meetings as are not otherwise established by the Members;
maintaining and protecting the assets and property of the Party;
preparing and approving the annual budget of the Party;
maintaining all financial records for the Party;
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.
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.
Board and Committee Meetings
1. The President shall call regular meetings of the Board.
1. 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.
1. 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.
1. Quorum for transacting Board business shall be:
for a regular meeting, a majority of Directors, and must include at least three (3) Officers and three (3) Regional Directors; or
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

The Party will adhere to a Constitution that is ratified and maintained by the Members.
1. For greater clarity, and except as specified therein, the Constitution does not apply to the functioning of the Foundation.
1. 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.
1. The Constitution shall contain Party governance directives and guidelines including and augmenting, but not limited to those prescribed in these Bylaws.
1. . 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

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

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

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.
The following terms have these meanings in this section:
1. “Founding AGM” means the first annual general meeting of the Foundation;
1. “Founding Board” means the subscribers to the application for incorporation of the Foundation, together with other Founding Members who are added to their number;
1. “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;
1. “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;
1. “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;
1. “Shadow CA” means the Founding Members resident in an Electoral Division who wish to form a CA following the registration of the Party.
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.
All Founding Board members shall be full voting members except the founding President, who may vote only to create or break a tie.
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.
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.
Founding Board meetings may be held with a minimum of three (3) days notice.
Quorum for a Founding Board meeting shall be a majority of its members.
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.
The Founding Board may appoint additional Directors and Officers up to the time that notice is issued for the Founding AGM.
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.
Founding Board members may resign their membership on the Founding Board in writing
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.
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.
Quorum for the Founding AGM shall be fifty (50) Founding Members.
Founding Members have the right to vote on all matters brought before the Founding AGM.
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.
Founding Members may hold positions on another party’s provincial board or constituency association boards.
Founding Members may, by written notice to the secretary of the Founding Board, withdraw from membership in the Foundation.
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 BYLAWS are hereby approved on this _9^th_ day of April, 2024 by the following Directors of the Foundation:

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