Economic Developers Association of Newfoundland and Labrador
 

Article I: Name and Mission
 

Section 1. Name. The name of this association shall be; Economic Developers Association of Newfoundland and Labrador (EDANL) , hereinafter termed the Association.

Section 2. Mission. The Association is a provincial professional organization of people working in economic development, and is formed to enhance the profession in Newfoundland and Labrador by providing an active network
of communication, information and education.

The Association serves as a forum for analysis and debate of issues of economic importance, thus to develop members’ awareness and sensitivity to their ramifications, which will ultimately be reflected in ways to help
them to develop as more thoughtful practitioners.

Section 2. Objectives

(a)    The objectives of the Association shall be to provide a medium of conference and the interchange of
ideas and principles, practices and ethics in the field of industrial and economic development. Development implies any legitimate activity that will promote the establishment and expansion of productive, commercial
and distributive facilities.

(b)   The Association will be a deliberative body. It may submit recommendations to its membership on subjects relating to practices and procedures in the field of industrial and economic development, but no member
shall be bound thereby.

(c)    The membership will actively participate in the area known as industrial and economic development.

(d)   Further it may, at the direction of the membership, make representations related to industrial and
economic development to government bodies at all levels, as well as other organizations and individuals.
 

 Article II: Management
 

Section 1. Board of Directors.  There shall be a total of thirteen (13) members of the Association Board of
Directors which shall include the Officers of the Association.

Directors are elected for one (1) two (2) year term and no director may serve more than two (2) consecutive
terms, unless he/she becomes an officer.

Section 2. Powers. The Board of Directors shall have the power to manage, operate, and direct the affairs
of the Association and shall report its activities to the Association at the annual conference.

Section 3. Quorum. All business of the Board shall require a quorum of six (6).

Section 4. Executive Officers. The executive officers shall be the President, the President-elect, the 2^nd Vice President, the Treasurer, the Recording Secretary and the Immediate Past President. These six (6) officers
shall form the Association’s Executive Committee.

The term of office shall be one term, commencing at the close of the Annual General Meeting at which time
they are elected. Officers may be re-elected to a second term, but shall not remain in the same position for
more than two (2) consecutive terms.

Section 5. Nominations. Any individual member in good standing can be nominated for the Board of Directors,
either by the nominating committee or through a nomination from the floor of an Annual General Meeting called for the election of the Board. A member so nominated shall have given her or his prior consent to nomination and
willingness to serve as an officer. 

The procedures for nominating and electing officers of the Association’s Board are as follows: 

• A). Nomination. The Nominations and Elections Committee may entertain self-nominations and recommendations of other Board members.
• B). Officer Categories. Normally, a person who is to be elected to an officer’s position must have served
  at least one (1) term as a director. Any current member of the Board, in good standing, may be
  nominated for any of the Board positions
• C). Vote. The slate of proposed officers for the next year of service shall be offered to the membership
  during the Annual general Meeting, along with any nominations from the floor, for approval by a simple
  majority vote of the membership in attendance.
• D). Commencement of Services. The officers elected at the Annual General Meeting will take office after
  the end of the conference.
• E). Length of Service as Officer. No individual is permitted to serve more than four consecutive years,
  in the same position, as a member of the Executive Committee of the Board.

Section 6. Geographic District Configuration. The Board of Directors may “reconfigure” the geographic
districts. Opinions of Association members should be solicited by notices in the EDANL newsletter and/or
direct correspondence. Any such “reconfiguration” of districts must attempt to maintain relative parity regarding
the representation of members in each district. The districts should be reviewed by the Board at least every
five years for possible adjustment.

Section 7. Vacancies on the Board of Directors. The Executive Committee of the Board shall appoint a
successor to fill any vacancies and the appointee shall serve until a new Board member is elected to fill the
previously vacant position for the remainder or un-expired portion of the term.

 Serving out an un-expired term of a former director shall not constitute the term within the meaning of the
two-term limitation imposed by earlier sections of this set of Bylaws.

Section 8. Association Manager. An Association Manager shall be appointed by the President, with the
approval of the Board of Directors. The Association Manager shall report to the Executive Committee of the
Board of Directors. 
 

Article III: Duties of Officers
 

The Executive Officers shall perform the duties usually pertaining to their office. Specific responsibilities are
detailed below.

Section 1. President. The President is the Chairperson of the Board of Directors of the Association. He or
she is responsible for: 

• A). An annual written review of the Association’s central office and the Executive Director, with the
  assistance of the Board.
• B). Preparing Board Agendas.
• C). Appointing Board committees and task forces in a timely manner.
• D). Acting and traveling as the primary EDANL Emissary.
• E). Serving as ex-officio member of all standing committees of the Board.

Section 2. President-Elect. If the President is unable to continue his or her duties, the President-Elect
assumes the President’s responsibilities. In addition, this person will handle the particular needs of individual and corporate members. It is to be assumed that the President-elect will take over as President, when the current President’s term of office expires, and that there will not be a vote for the President’s position when the
President-elect position has been filled.

Section 3. 2^nd Vice President. The second Vice President is responsible for duties assigned by the President
and shall act in lieu of the President and President-elect, when they are unable to act. He/she shall also assist
and guide fundraising efforts in the private sector.

Section 4. Treasurer. The Treasurer is responsible for the financial oversight of the Association. The Treasurer
is also responsible for:

         A). Preparing and reporting bi-annual budgets of the Association to the Board of Directors.

  B). Serving as Chair of the Finance Committee.

Section 5. Recording Secretary. The recording secretary shall take, revise and distribute (within 14 days)
the minutes of all Association Board meetings, and the minutes of the Annual General meeting. 

Section 6. Immediate Past President. The Immediate Past President facilitates officer transition. In addition,
the Immediate Past President is responsible for: 

• A). Serving as Chair of the Nominations and Election Committee
• B). Advising the incoming President of carry-over issues that require action.
• C). Serve as a voting member of the Board.
   

 Article IV: General Guide

The Association shall be guided by the latest edition of Robert’s Rules of Order at all points not expressly
provided for by the Association Bylaws.

Section 1. Meetings of the Board. The Board of Directors shall meet at least four (4) times a year, in person
or by conference call. A regular meeting of the Board of Directors shall take place at the start of the Annual
General Meeting, and the new Board shall meet at the conclusion of the Annual General Meeting.

A meeting of the Board of Directors may be called at any time by the unanimous consent of the Officers or
upon the request of three-fifths of the membership of the Board of Directors.

Section 2. Annual Meetings. The Annual General Meeting shall be held no later than ninety (90) days after
the end of the fiscal year, and at a time and place designated by a previous Annual General Meeting, or failing
this, by a motion of the Board of Directors. 

A quorum for an annual or special meeting of EDANL shall be 25 members in good standing.

Section 3. Special Meetings. Special meetings of the Association may be called by the Executive, or by 25 members in good standing, with due notice. Notice of special meetings shall be sent to members in good
standing at least twenty (20) days prior to the meeting. The agenda for a special meeting shall only include
items for which the meeting was called, except with the unanimous consent of the members present to include
other items.

Section 4. Executive Committee. There shall be an Executive Committee of the Board of Directors consisting
of the Officers, with the Association Manager serving ex-officio except when her or his evaluation is being
discussed. 

Section 5. Chairman’s Decision. The Chairman’s decision may be challenged, in which case the members
of the meeting may sustain or reverse the Chairman’s decision by a simple majority vote.

Section 6. Books and Records. The books and records of the Association may be inspected by any member
of the Association at the annual meeting, or at any time upon giving reasonable notice and arranging a time
satisfactory to the office or officers having charge of same. Each member of the Board shall, at all times, have
access to such books and records, which may be seen at a place designated by the Board of Directors. 

Section 7. Seal. The seal of the Association shall be in custody and for the use of the Treasurer. 

Article V: Committees
 

Section 1. Board Committees. There shall be standing Board Committees, appointed by the incoming Board President. The President of the Board shall appoint the Chair of each committee and shall be ex-officio member
of all board committees. The President may also create task forces of special committees as required. 

The usual term for committee chairs coincides with the term of Board president that appointed the committee
chair. In most cases, this will be a term of two years.

All committees shall file written reports.

Article VI: Membership
 

There shall be four (4) classes of membership in the Association: Regular, Corporate, Associate and Honorary
Life, that agree to the purposes of the Association.

Section 1. Regular Membership. Shall be anyone who is employed in Economic Development as a private practitioner, corporate business representative or representative of a level of government including persons from
other Provinces or Countries.

Section 2. Corporate Membership. Is open to any of the above categories listed in section 1: but who require
one or more representatives.

Section 3. Associate Membership. Associate membership is for students, with a valid driver card, or past
members of this Association retired, in transition, or no longer employed in Economic Development that wish
to remain in contact with the profession and it’s members.

Section 4. Honorary Life Membership. Individual EDANL members, who have given long-time service to the Association and/or profession, shall be considered for this category. This membership category provides for a
waver of dues for the lifetime of the member.

Membership Rules.

1.Membership is vested in the individual, and is not transferable except by that member on resignation.

2.Members in good standing, who have belonged to the Association for a period not less than six (6) months
are eligible for nomination for election.

3.Members in good standing who have belonged to the Association for a period not less than six (6) months,
are eligible to vote at the Annual General Meeting. Voting shall be in person. Proxies are not allowed.

4.A member may be suspended or removed from the membership for conduct contrary to the purposes of the Association, by a majority vote of the Board of Directors, provided that written notice of the action and the
member’s right to appeal on his own behalf shall be given twenty-one (21) days prior to such meeting.

5.A member of the Board of Directors may be removed or suspended from the membership for conduct contrary
to the purposes of the Association by a majority vote of the Membership, at a meeting designated for that
purpose, provided that written notice of the action and the right to appeal on his own behalf shall have
been given twenty-one (21) days prior to such meeting. 

Article VII: Dues
 

Section 1. Membership Dues. Dues of all members are payable by January 1^st of the year to which they
apply. They shall be paid to the duly elected Treasurer or to a Membership Chairman if such is appointed
by the Board of Directors.

New members shall submit their dues with their membership application form.

Section 2. Dues to the Association. Dues of members’ payable by January 1^st of the year to which they
apply, shall be established by the membership at the Annual General Meeting.

Section 3. Failure to Pay Dues. Any member not paying dues within ninety (90) days of the due date shall
be removed from membership.

Article VIII: Fiscal Policy

Section 1. Fiscal Year. The fiscal year of the Association shall be from (to be determined) to (to be determined).

Section 2. Statement of Dues.  Statements of dues shall be sent by the Association Manager to all members.
The Association Manager will inform members of their dues renewal prior to the end of the calendar year.

 Section 3. Unpaid Dues. Any member whose dues are unpaid, as of April 1^st of the current calendar year
shall be dropped from the membership roster and immediately sent a notice. Once dues are paid for the
calendar year, members in question shall be reinstated with full membership privileges.

Section 4. Accounting of Funds. The Treasurer of the Board of Directors shall keep an accounting of all funds
and shall make or authorize proper disbursements upon the order of the President or Executive Committee.
He/she along with any one of two (2) designated members of the Board of Directors, shall pay by cheque,
all liabilities of the Association as they become due.

Section 5. Financial Institution. All funds of the Association shall be kept on deposit with a bank or banks
as may be from time to time selected by the Executive.

Section 6. Borrowing Powers. The Association shall not borrow money, or issue debentures, except by
sanction and the specific directions of a special resolution of the General membership.

Section 7. Auditors. Auditors shall be appointed for the succeeding year at the Annual General Meeting.
A review of the books of the Association shall be undertaken within thirty (30) days of the fiscal year end.
The reviewers may be members in good standing of the Association, but shall not be members of the Board of Directors at the time of appointment as reviewers. 

Books shall be audited when a treasurer resigns from the position and leaves the Association for whatever
cause or reason.   

Article IX: Amendments

Section 1. Required Votes. These Bylaws may be amended by an affirmative vote of 2/3rds of the membership, eligible to vote, at a meeting called for amendments. 

Section 2. Amendment Procedures. Intent to propose an amendment to the Bylaws and an explanation
of the purpose of the amendment must be submitted, in writing, to the Secretary at least twenty (20) days
prior to a meeting of the Board of Directors. The Secretary, through the Association Manager, shall submit,
in writing, all such proposals to the membership at least twenty (20) days prior to a general meeting. Notice
may be given through the Association newsletter, or at a general meeting previous to the one intended for
making the changes.

Design By BMG Digital 2004/RRegular2007 V1.0