Alberta Motor Vehicle Industry Council – Bylaws

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ARTICLE 1 – INTERPRETATION

Definitions

1.1 In these Bylaws, unless the context otherwise requires:

(a) “Act” means the Societies Act, being Chapter S-14, R.S.A. 2000, as amended from time to time;

(b) “Applicant” includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other legal person;

(c) “Automotive Business” means “Automotive Business” as defined in the Designation of Trades and Businesses Regulation;

(d) “Board of Directors” or “Board” means the Board of Director from time to time of the Society;

(e) “Delegated Responsibilities” means the powers, duties and functions delegated under legislation or regulation to the Society;

(e) “Director” means a member of the Board of Directors from time to time of the Society and includes the Chair, Secretary and the Treasurer;

(f) “Family” means, in respect of a person, the

(i) person’s mother, father, spouse or adult interdependent partner, son or daughter, and

(ii) any relative of the person who lives with the person;

(g) “Licence” means a licence issued under the Automotive Business Regulation as amended;

(h) “Member” means a Member of the Society;

(i) “Minister” means the Minister charged with the administration of the Fair Trading Act, or such successor legislation in the Province of Alberta under which the Minister or a government official has the authority to delegate to the Society the authority to licence and regulate the Automotive Business industry;

(j) “Society” means the society incorporated as Alberta Motor Vehicle Industry Council;

(k) “Special Resolution” means “special resolution” as defined in the Act;

(l) “Vehicle” means a vehicle as defined in the Automotive Business Regulation, Alberta Regulation, 98/2010, as amended from time to time.

Interpretation

1.2 In these Bylaws, unless the context otherwise requires, the Interpretation Act, being Chapter I-8, R.S.A. 2000, as amended from time to time, applies to these Bylaws.

1.3 Words importing the singular include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated associations.

1.4 The headings used throughout these Bylaws are inserted for reference purposes only, and are not to be considered or taken into account in construing the terms of provisions of any article nor to be deemed in any way to qualify, modify or explain the effect of any such terms or provisions.

 

ARTICLE 2 – MEMBERSHIP

Membership

2.1 The Members of the Society are the current members as listed in Appendix “A” and Applicants become Members in accordance with these Bylaws, as amended from time to time.

2.2 Any Applicant may apply to the Board for membership in the Society and such Applicant will become a Member upon payment of the required fees and upon approval and acceptance by a majority vote of the Board.

2.3 A Member that is not a natural person shall appoint a natural person as a representative for meetings of the Society. Such Member may appoint an alternative representative to attend any meeting the representative cannot attend.

2.4 The authorized representative or alternative representative is entitled to speak and vote and in all other respects exercise the rights of a Member, and that representative is to be recognized as a Member for all purposes at a meeting of the Society.

2.5 Each Member appointing a representative shall notify the secretary in writing of the name, address, telephone number and occupation of the representative. Each Member appointing an alternative representative shall notify the secretary of the Society in writing of the name, address, telephone number and occupation of the alternative representative.

Membership Fees

2.6 Membership fees, and the frequency of their remittance, shall be determined from time to time by the Board. The Board may establish different membership fees for different membership sectors. No fees may be established for Members who are representatives of the public. Membership Termination

2.7 Membership in the Society is terminated:

(a) if a Member sends written notice of resignation to the Secretary;

(b) in the case of an individual, on death or, in the case of a corporation, unincorporated organization, society, or governmental body on dissolution; or

(c) at the direction of the Board, if a member is in arrears of payment of required fees for more than sixty (60) days.

Membership Suspension 

2.8 The Board may, by simple majority, suspend, expel or discipline a Member for cause, as determined by the Board in its sole discretion, provided that:

(a) the Member to be expelled, suspended or disciplined has been given notice of the Board meeting at which the suspension, expulsion, or imposition of discipline is to be considered; and

(b) the Member named in such notice is given an opportunity to make representations to the Board at such meeting.

Compliance with Bylaws 

2.9 Every Member shall comply with and is bound by these Bylaws. 

Memberships Not Transferable 

2.10 The interest of a Member in the Society is not transferable and lapses and ceases to exist upon death or dissolution or when a Member’s period of membership expires (if any) or when he or she otherwise ceases to be a Member in accordance with these Bylaws.

ARTICLE 3 – BOARD OF DIRECTORS

Number of Directors

3.1 The Board of Directors shall consist of thirteen (13) Directors. Composition of the Board of Directors

3.2 The Board of Directors shall be appointed as follows:

(a) six (6) Directors appointed from the Public by the Minister;

(b) five (5) Directors appointed as follows:

(i) one (1) Director appointed by the Motor Dealers Association of Alberta;

(ii) one (1) Director appointed by the Recreational Vehicle Dealers Association of Alberta;

(iii) one (1) Director appointed by the Canadian Independent Automotive Association – Alberta Chapter;

(iv) one (1) Director appointed by the Auctioneer’s Association of Alberta;

(v) one (1) Director appointed by the Recyclers and Dismantlers Association of Alberta.

(c) two (2) Industry-at-Large Directors who are an owner or employee of an automotive business in Alberta appointed by a simple majority vote of the Members of the Society from qualified nominations received.

Appointment

3.3 Appointments of a Director by the Member Associations (as set out above) shall be received in writing at least ten (10) days prior to the Annual General Meeting.

(a) If an Association responsible for making an appointment fails to appoint an eligible Director prior to the time specified, the Board of Directors may appoint a Director to that position.

(b) A Director appointed by the Board of Directors under (a) must be an owner or employee of an automotive business that engages in the industry sector represented by the Association that did not appoint a member to the Board of Directors.

Nominations

3.4 (a) Nomination for Industry-at-Large positions will close at least 60 days prior to the Annual General Meeting.

(b) The Members will review the nominees, may request further information or an interview and make a decision prior to the Annual General Meeting.

(c) The successful nominee(s) will be invited to the Annual General Meeting.

Term

3.5 The maximum term for Directors to serve on the Board of Directors is five (5) years, except as provided in

(a). The length of a Director’s first term is 3 years, except as provided for in(b). The length of a Director’s second term is 2 years. The Length of the term for a Director filling a vacancy is the same as the term of the former director being replaced. The term of a Director expires at the end of the Annual General Meeting of the relevant year. Directors who have served two terms may not be reappointed until a minimum of one year has passed after the end of their term.

(a) As per 5.3 a Director may serve an additional year as Past Chair if they have been serving as chair in the final year of their term. If the Director serves an additional year as Past Chair, the Board of Directors will move to a fourteen (14) member board for that year only. The composition of the Board or the appointments will not change. The appointment for the industry sector or public-at-large for which the Past Chair serves will still occur and the incoming Director will still have the opportunity to serve two terms.

(b) The initial term of a Public-at-Large member may be set by the Minister.

Vacancies

3.5.1 A vacancy occurring among the Directors shall be filled as follows:

(a) if the vacancy is a Public-at-Large Director, the Minister shall make the appointment;

(b) if the vacancy is a Director appointed under 3.2(b), the Association that appointed the Director being replaced shall make the appointment;

(c) if the vacancy is a Director appointed under 3.2 (c), the new Director must be appointed by simple majority of the Board.

3.5.2 (a) Appointments of a Director under 3.5.1 (b) shall be delivered to the Board in writing within 90 days of a vacancy.

(b) If an Association responsible for making an appointment fails to appoint an eligible Director prior to the time specified in (a), the Board of Directors may appoint a Director to that position.

(c) A Director appointed under (b) must be an owner or employee of an automotive business that engages in the industry sector represented by the Association that did not appoint a member to the Board of Directors.

(d) The Board will notify the Members in writing of all appointments under 3.5.1 and 3.5.2.

Eligibility Requirements

3.6 A person is eligible to be or remain a Director appointed under 3.2(a) only if:

(a) the person is a resident of Alberta; and

(b) the person and that person’s Family are not involved in an Automotive Business.

3.7 A person is eligible to be or remain a Director appointed under 3.2 (b) and (c) only if that person:

(a) is a resident of Alberta;

(b) is a member in good standing of the Association responsible for the appointment of that Director;

(c) is actively engaged in the day to day operation of an Automotive Business that is licensed under Alberta Law;

(d) if 3.2(b)(i), (ii), (iii), (iv) or (v) applies, has been an owner or part owner of one or more Automotive Businesses for at least three (3) consecutive years immediately prior to being appointed;

(e) has never been an owner or part owner of an Automotive Business whose licence under Alberta Law or its predecessors has been cancelled for cause;

(f) has not been convicted of criminal offence that, in the opinion of the Board, could bring the Society into disrepute;

(g) did not, in the fourteen (14) years prior to being appointed, become bankrupt as defined in the Bankruptcy and Insolvency Act (Canada) while an owner or part owner of, or while involved in managing, an Automotive Business, unless the person was discharged from the bankruptcy at least seven (7) years prior to being appointed;

(h) has not during the term of appointment become bankrupt as defined in the Bankruptcy and Insolvency Act (Canada).

3.7.1 If a person is ineligible under 3.7(d), the Board may, upon request, permit the person to be a Director despite the ineligibility under 3.7(d).

3.7.2 If a Director becomes ineligible during a term and they wish to remain a Director, they may request approval to the Board of Directors to remain on the Board of Directors until the next Annual General Meeting.

Management of the Society by the Board of Directors 

3.8 The Board is to manage and direct the affairs of the Society in the name of and on behalf of the Society.

3.9 Except when the Act or these Bylaws otherwise require, the duties and powers of the Board under the Act and these Bylaws are to be exercised by resolution of the Board.

3.10 The Board may enact and enforce policies regarding the direction and management and operation of the Society, and such policies shall be consistent with these Bylaws.

3.11 The Board may make rules:

(a) respecting the carrying out of its duties and powers; 

(b) respecting the calling of meetings pertaining to carrying out its duties and powers and the conduct of business at those meetings;

(c) respecting the appointment, removal, functions, powers, duties, remuneration and benefits of employees and agents of the Society and members of a committee

(d) delegating to the Society Directors, officers, employees or agents or a committee of the Society, the carrying out of its duties and powers, except the power to make rules under this Article; and

(e) respecting the establishment, membership, duties and functions of special, standing and other committees with respect to its duties and powers. 

Resignation, Termination, Suspension and Removal from the Board 

3.12 Subject to 3.7.1 and 3.7.2, a Director’s membership on the Board of Directors automatically terminates when the Director ceases to be eligible under 3.6 and 3.7

3.13 A Director may resign by giving written notice to either the Chair or the Secretary

3.14 For the purposes of this Article a decision or matter does not monetarily affect a Director or an individual who is part of a Director’s Family if

(a) the decision or matter concerns the remuneration or expenses of the Director; or,

(b) the monetary effect of the decision or matter on the Director or individual is trivial. 

3.15 The Board may suspend or terminate the appointment of a Director if the Director: 

(a) takes part in a decision of the Board that could monetarily affect the Director or an individual who is part of the Director’s Family;

(b) makes representations as a Director or representative of the Board of Directors respecting a decision of or a matter before the Board that could monetarily affect the Director or an individual who is part of the Director’s Family;

(c) uses confidential or non-public information gained through the person’s membership for pecuniary benefit in a business transaction or private arrangement; 

(d) acts in a manner, whether or not prohibited by the Act, the regulations or the by-laws that may result in, or create the appearance of

(i) using the Director’s position for private gain;

(ii) giving preferential treatment to any person; 

(iii) impeding the Board from carrying out its purposes;

(iv) foregoing independence or impartiality, or 

(v) adversely affecting the integrity of the Board; 

(e) contracts with or otherwise accepts the services of a licensee or a person who has applied to become a licensee on terms that are more favourable to the Director than those generally available to the public; 

(f) unless previously approved by the Board, accepts a fee or a benefit that is not a token benefit from another person on account of an occasion at which the Director appears or provides a speech, lecture, or publication, if the occasion is part of the official duties of the Director for which compensation is being paid by the Board

(g) contravenes the Act, the regulations or the by-laws; or

(h) is absent without Board authorization from three (3) consecutive regular Board meetings;

3.16 Before suspending or terminating a Director’s membership under 3.15, the Director must be given:

(a) a written notice of the proposed suspension or termination with reasons; and, 

(b) an opportunity to make representations to the Board. 

Vacancies on the Board 

3.17 When a vacancy occurs on the Board the remaining Directors may exercise all the powers of the Board.

ARTICLE 4 – BOARD MEETINGS

Board Meetings 

4.1 Meetings of the Board are to be called by the Chair and held as often as the affairs of the Society require

4.2 Meetings of the Board shall be called by giving to each Director at least seven (7) days’ notice unless the Board unanimously agrees to waive notice of the meeting.

4.3 Meetings of the Board may be held anywhere authorized by the Board.

4.4 Meetings of the Board may be conducted in person or, if agreed to by the Board, by means of electronic or other communication facilities as permits all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting.

4.5 Notwithstanding anything to the contrary in these Bylaws, a resolution in writing signed by all of the Directors shall be valid and effectual as if it had been passed at a meeting duly called and constituted.

Board Meetings Requested 

4.6 A meeting of the Board may be called at the written request of any two (2) Directors sent to the Chair stating the business to be discussed at the meeting.

4.7 On receipt of the request, the Chair shall call a meeting of the Board

Quorum at Board Meetings 

4.8 A majority of Directors holding office at the time is a quorum at a meeting of the Board, or such greater number as the Board determines.

Decision-making 

4.9 Each Director, including the Chair, has one (1) vote on matters considered by the Board.

4.9.1 Where a Director has been offered the Past Chair position under 5.3 they are a non-voting member of the board, but may be a voting member in the case of a tie vote where the Chair has abstained from voting. 

4.10 If here is a tied vote, the motion is lost. 

4.11 Each Director present during or participating in voting shall, subject to the requirements of law and the objects of the Society and Bylaws, vote on all motions. A director may abstain from voting with a reasonable reason, including, without limitation, if he or she believes there is a conflict of interest.

ARTICLE 5 – OFFICERS 

Chair of the Board 

5.1 The Chair shall serve as Chair of the Society.

Officers of the Board 

5.2 The Directors shall elect from themselves the following Officers of the Board:

(a) the Chair;

(b) the Secretary; and

(c) the Treasurer.

5.3 The Director position of Past-Chair may be offered by the Board to any Chair who is completing their term of office, has resigned their term of office, or was no longer eligible for their current appointment to the Board

5.4 The Board may establish other offices, or change the titles of offices, and prescribe the powers, duties and functions of each office

Non-Voting Board Members 

5.5 The Board may appoint such individuals as non-voting members of the Board for such purpose and period as it considers necessary. 

ARTICLE 6 – DUTIES OF BOARD MEMBERS

Chair 

6.1 The Chair of the Board:

(a) shall preside at all meetings of the Board and the Membership;

(b) is a nonvoting member of all committees of the Board and the Society but may be a voting member of any committee as determined by the Board;

(c) shall present a report of the activities of the Board to Members of the Society at the annual general meeting;

(d) may, with approval of the Board, delegate powers and duties as necessary, and 

(e) is responsible for such other matters as the Board determines. 

Secretary 

6.2 The Secretary is responsible for: 

(a) ensuring proceedings of all meetings of the Board and the membership are recorded, and for the preparation and custody of the minutes of those meetings

(b) ensuring that a record of all the Members of the Society and their addresses is maintained; (c) the custody of the seal of the Society and the books and records of the Society, except financial records;

(c) giving notice of all meetings of the Board and the membership; and

(d) such other matters as the Board determines.

6.3 The Secretary may, with the approval of the Board, delegate the responsibilities of the office as required. 

Treasurer 

6.4 The Treasurer is responsible for:

(a) the receipt of all money paid to the Society;

(b) opening and operating accounts and for the deposit of funds in any bank, treasury branch, trust company or credit union of which the Board approves;

(c) accounting for the real and personal property of the Society and the preparation and custody of such financial records as are necessary;

(d) presenting a financial statement to the Board as required;

(e) presenting a financial statement at the annual general meeting;

(f) reviewing the monthly bank reconciliations and 

(g) such other matters as the Board determines.

6.5 The Treasurer may, with approval of the Board, delegate the responsibilities of the office as required.

Past Chair 

6.6 The Past Chair: 

(a) ensures continuity of the executive;

(b) nominates the new executive; and 

(c) offers guidance and support to the new chair.

Board Members 

6.7 Board Members are responsible to: 

(a) represent their constituents;

(b) serve on board committees as required

(c) attend board meetings faithfully.

Agreements, Contracts and Commitments 

6.8 An agreement, contract, or other commitment entered into by the Society shall be entered into in accordance with rules established by the Board. 

Committees 

6.9 Standing or special committees may be appointed by the Board for any purpose considered necessary or desirable

Delegation to Committee 

6.10 The Board may delegate any of its powers or duties to a committee appointed by the Board.

Indemnification 

6.11 No Director, officer or member of a committee of the Society shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or member of a committee or employee of the Society, or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Society shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of

any person with whom any of the monies, securities or effects of the Society shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of their office or in relation thereto unless the same shall happen through their own willful neglect or willful default, dishonesty or bad faith.

6.12 The Directors and former Directors of the Board, officers and former officers, members and former members of all committees of the Society and each of them, and each of their respective heirs, executors, administrators, successors and assigns, shall from time to time and at all times be indemnified and saved harmless by, and out of the assets and profits of the Society from and against any and all costs (including, without limitation, legal costs on a solicitor client basis), charges, losses, damages, liabilities, claims and expenses which they, or any of them, or any of their heirs, executors, administrators, successors and assigns, shall or may incur or sustain by reason of the performance of their duties or purported duty in their respective office, except such (if any) as they shall incur or sustain by or through their own willful neglect or willful default, dishonesty or bad faith, respectively. This indemnification is in addition to, but not exclusive of, any other rights of indemnification to which the members and former members of the Board, officers and former officers and members and former members of all committees of the Society may be entitled to at law or in equity. 

ARTICLE 7 – FINANCE EXPENSES 

7.1 Directors are not to receive any honorarium or remuneration in the course of their duties as directors, unless authorized by the Board.

7.2 If a Director is an employee of another entity, that corporation may, on approval of the Board, be reimbursed the equivalent honorarium or remuneration of the Director for the time the Director spends on the business of the Society.

7.3 Subject to any policies established by the Board from time to time, Directors shall be reimbursed their travelling and living expenses incurred while on the business of the Society, and any other disbursements expended in the course of performing their duties as Directors.

Fees, Charges and Assessments 

7.4 The Board may establish or levy fees, charges and assessments in accordance with the Delegated Responsibilities.

7.5 The Board may establish or levy fees, charges and assessments for any services, functions, activities or information provided by the Society

7.6 Any fees, charges or assessments referred to in 7.4 or 7.5 shall be established as a schedule and shall form a part of the policies of the Society. The schedule shall specify:

(a) the service, activity or function for which the fee, charge or assessment is levied;

(b) the amount or rate of the fee, charge or assessment; and

(c) the effective dates of the specific fees, charges or assessments.

7.7 All funds received by the Society from fees, charges or assessments shall: 

(a) be deposited into an account maintained in the name of the Society, to be used or invested as required, and 

(b) be properly recorded and accounted for, and for which receipts are to be provided on request. 

7.8 The Board may raise or acquire revenue by any other means it considers appropriate. 

Borrowing Powers 

7.9 For the purpose of carrying out the objects of the Society, the Board may borrow or raise or secure the payment of the money in any manner the Board determines.

7.10 In accordance with the Act, no debentures may be issued without the sanction of a Special Resolution of the Members. 

No Profit for Members 

7.11 The Society shall:

(a) carry out its powers, duties, functions, services and activities efficiently and effectively, and

(b) have due regard to the interests of the general public, of the persons affected by or subject to its decisions and actions, and of the industry. 

7.12 The operation of the Society shall be carried on without the purpose of gain for its Members, and any accretions to the Society shall be used to promote the objects of the Society. 

7.13 The Society is a not for profit organization and shall not carry on any trade or business. 

Financial Year 

7.14 The financial year of the Society shall end on March 31.

Financial Accountability 

7.15 The financial records of the Society shall be audited at least once each financial year by an independent duly qualified certified general accountant, certified management accountant or chartered accountant appointed by the Members at the annual general meeting.

7.16 The auditor’s report shall be presented at the annual general meeting or, if it is not then available, made available to the Directors and Members as soon as it is available. The audited financial statement shall become part of the annual report.

Compensation Fund Definitions 

7.17 For the purposes of 7.17 to 7.39 inclusive, the following terms shall have the following meaning, unless the context otherwise requires:

(a) Automotive Businesshas the meaning in the Designation of Trades and Business regulation.

(b) “Claimantmeans an individual or business that makes a Claim against the Fund.

(c) “Compensation Fund Coordinatormeans an employee of the Society that is delegated authority by the Executive Director to review Claims.

(d) “Consumer” means a consumer as defined in the Automotive Business Regulation but does not include a business that purchases the goods for resale.

(e) “Executive Director” means the individual selected by the Board as the executive director of the Society and includes an acting executive director.

(f) FTAmeans the Fair Trading Act, R.S.A. 2000, Chapter F-2, as amended. 

(g) Fundmeans the compensation fund established by the Society pursuant to the FTA. (h) Review Panelmeans the Compensation Fund Review Panel established in 7.36. 

(i) Transactionmeans the purchase, lease, gift, contest or other arrangement between Consumer and an AMVIC Licensed Automotive Business.

Compensation Fund Establishment 

7.18 The Fund will be established on January 1, 2012, in accordance with section 137 of the FTA.

7.19 No application for compensation from the Fund may be made before January 1, 2012. 

Compensation Fund Claim Eligibility 

7.20 A Consumer is eligible for Compensation from the Fund if the following conditions have been met:

(a) The Consumer entered into a Transaction with an Automotive Business on or after July 1, 2011;

(b) The Automotive Business was licensed by the Society at the time of the Transaction;

(c) The Consumer suffered a loss arising from an act or omission of the Automotive Business licensee during or as a result of the Transaction;

(d) The Consumer applies for Compensation in accordance with these bylaws;

(e) The Consumer provides an undertaking in accordance with 7.24;

(f) The Consumer provides any additional information requested by the Executive Director;

(g) The Automotive Business has filed for receivership, has filed for bankruptcy or is otherwise unable to compensate the Consumer;

(h) The Executive Director has made a request for payment and the Automotive Business has not paid the claim within the time set in 7.32.

7.21 A Consumer who meets the requirements of 7.20 shall be paid Compensation in accordance with these bylaws.

(a) The Society is not required to make a payment from the Fund until: i. the appeal period from a decision of the Executive Director has expired, or

ii. the Review Committee has rendered a decision.

(b) Nothing in this article requires the Society to pay compensation that exceeds the amount set in the Fund.

7.22 A Consumer must submit a claim no later than the later of

(a) two years from the date the Consumer knew or ought to have known that they had a claim in relation to the Transaction but not later than 3 years from the date of the Transaction,

(b) one year from the date that AMVIC took administrative action against the Automotive Business or salesperson in relation to the Consumer’s Claim, or

(c) one year from the date that charges have been laid in relation to the Consumer’s Claim against the: 

i. Automotive Business

ii. A salesperson, employee, representative or agent of the Automotive Business.

7.23 A Consumer is not eligible for compensation from the fund in relation to any amount that the Consumer has recovered in relation to the claim from:

(a) The Automotive Business;

(b) A salesperson, employee, representative or agent of the Automotive Business; and

(c) Any other person who caused or is vicariously liable for the claim.

7.24 A Consumer is not eligible for compensation from the fund unless the Consumer has provided an undertaking that indicates, if the Consumer recovers money from the fund, the Consumer will deduct the amount recovered from any civil claim against the Automotive Businesses

7.25 Nothing in these bylaws prevents a Consumer from pursuing a civil action against an Automotive Business.

Compensation Fund Application Requirements 

7.26 The Consumer shall complete and file the application form provided by the Society

Compensation Fund Review Process 

7.27 The Executive Director shall review claims to determine if they meet the criteria for compensation under these bylaws.

7.28 The Executive Director may delegate their powers and responsibilities under this Schedule.

7.29 The Executive Director shall give the Automotive Business and any registered salesperson written notice that a claim has been made and shall give the Automotive Business at least 30 days to make representations in writing

7.30 If the Executive Director receives representations from the Automotive Business under 7.29, the Executive Director may give the Claimant an opportunity to respond to the representations in writing.

7.31 The Executive Director shall give written notice of the decision to the Claimant and the Automotive Business.

7.32 If the Executive Director determines the claim to be valid, the Executive Director may in writing give the Automotive Business the opportunity to pay a claim before paying the claim from the Compensation Fund.

(a) If the Executive Director gives the opportunity to pay the claim, they shall specify the time for paying and the time shall not exceed 45 days.

(b) It is a serious ethical misconduct if an Automotive Business does not pay the claim within the time specified by the Executive Director and does not appeal the decision or if an Automotive Business does not pay its debt to the Fund under s. 30 of the Regulation.

i. The Executive Director shall review the conduct of the licensee in b) and the result of the review shall be reported to the Board of Directors. The report shall include details of any corrective or administrative action taken against the Automotive Business under the Fair Trading Act. 

ii. Nothing in this article affects or fetters the discretion of the Executive Director under the Fair Trading Act and Regulations

7.33 Notices to the Automotive Business are deemed to have been received if sent to the last address according to the records of the Society.

Compensation Fund Appeal Process 

7.34 The Consumer and the Automotive Business have a right to appeal the decision to a Compensation Review Panel.

7.35 A notice of appeal must be given to the Executive Director within 30 days of receipt of the decision of the Director.

7.36 The notice of appeal shall specify

(a) The grounds for appealing and

(b) The facts necessary to support the grounds for appealing.

i. Within 45 days of an appeal being filed, the Chair of the Board shall establish a Compensation Review Panel;

ii. If the largest possible claim under the appeal is under $5,000, the Chair of the Board may establish a Compensation Review Panel of one individual who is a member of the Board of Directors of the Society. The sole member of a Compensation Review Panel under this article has the powers and responsibilities of chairperson;

iii. If ii. does not apply, the Compensation Review Panel shall consist of:

a. Chairperson who is a member of the Board of Directors of the Society;

b. An individual who is the owner or employee of an automotive business licensed by the Society;

c. A Representative of the public, including Directors appointed under 3.2 (a).

iv. The Chairperson of the Compensation Review Panel shall set the date, time and location of the appeal hearing and notify the Claimant and the Automotive Business;

v. If the largest possible claim under the appeal is under $5,000 the hearing shall be in writing unless the Chairperson makes an order to the contrary;

vi. Unless the Chair of the Board has established hearing or pre-hearing procedures, the Chairperson has the authority to determine any question relating to appeal procedure;

vii. The decision of the Compensation Review Panel is final and binding.

Compensation Fund Claim Limits 

7.37 All payments from the Fund are restricted to the following limits:

(a) The Claimant is not entitled to make a Claim against the Fund for an amount greater than:

i. what the Claimant has paid in relation to the automotive transaction, plus interest;

ii. what the claimant will be obligated to pay in relation to the automotive transaction plus interest; or

iii. the amount of a judgment against an automotive business related to the consumer transaction, to the maximum amount identified in 7.37 (b).

(b) The maximum amount that will be paid to a Claimant from the Fund on a Claim is $25,000.

(c) The maximum amount that can be paid from the Fund in relation to any and all Claims against a licensee is $300,000. Where the total Claims against a single licensee exceed $300,000, valid Claims shall share within the maximum amount to be paid on a pro rata basis;

(d) The Claimant is not entitled to make a Claim against the Fund for consequential, direct or indirect damages or expenses;

(e) The Executive Director of Compensation Review Panel may use the rates under the Judgment Interest Act to calculate interest.

Compensation Fund Replenishment 

7.38 As needed, the Board of Directors may authorize a transfer of monies from operations to provide revenue for the Fund. Such monies allocated to the Fund by the Society will be held by the Society pursuant to the terms of the Fair Trading Act and the Automotive Business Regulation.

7.39 If the Fund has more than $4,000,000, no transfer of monies from operations to the Fund shall be authorized by the Board of Directors.

ARTICLE 8 -ANNUAL REPORT

8.1 The Society shall prepare an annual report for each financial year of the Society, including:

(a) a list of the Members and Directors of the Society;

(b) a report on the articles, objects, purposes and Bylaws of the Society and any amendments made to them;

(c) a report on the activities of the Society; and

(d) The audited financial statements of the Society.

ARTICLE 9 – INSPECTION

Inspection of Society Records by Members 

9.1 The books, records and accounts of the Society may be inspected by a Member at any reasonable time by giving reasonable notice and arranging a time satisfactory to the officer having charge of them

ARTICLE 10 -MEMBERS’ MEETINGS

Annual General Meeting 

10.1 The annual general meeting of Members shall be held once each fiscal year at such time, date

and place in Alberta as the Board specifies.

Special Meeting 

10.2 Every meeting of the Members that is not an annual general meeting is a special meeting.

10.3 A special meeting of the Members may be called:

(a) by the Board, at any time, by giving notice in accordance with 10.5, or

(b) by the Members by at least two (2) of the Members notifying the secretary in writing of their desire to have a special meeting provided that they set out in reasonable detail the purpose of the proposed meeting

10.4 On receipt of a notice from sufficient Members as outlined in 10.3(b) herein, requesting a special meeting the Chair shall arrange for a special meeting and give notice of it in accordance with 10.5.

Notice of Meetings 

10.5 Notice of an annual general meeting or a special meeting shall be given to the Members in writing or by electronic or other means of communication approved by the Board, at least twenty-one (21) days before the date of the meeting. The Notice shall specify the date, time and place of the meeting and the general nature of the business to be conducted.

10.6 The accidental omission to give notice of a meeting to a Member or the fact that Member does not receive notice of the meeting does not invalidate proceedings at the meeting.

Quorum and Voting 

10.7 A majority of Members in good standing constitute a quorum at any meeting of the Members.

10.8 A Member present at a meeting is entitled to one vote on each motion or matter to be voted upon

10.9 Votes may not be made by proxy.

10.10 If a vote is tied, the motion is lost.

Method of Voting 

10.11 The Board shall make rules about the method of voting at Members meetings and proceedings at them. 

ARTICLE 11 – WINDING UP

11.1 The Society shall not be voluntarily wound up unless a Special Resolution is passed by the Members at a duly called meeting of the Society.

11.2 The Society shall not surrender its certificate of incorporation in accordance with section 34 of the Act unless the Society has complied with Article 11.1.

ARTICLE 12 – AMENDMENT TO BYLAWS

Rescission, Alteration or Addition to Bylaws 

12.1 These Bylaws may only be rescinded, altered or added to if the rescission, alteration or addition is approved by a Special Resolution of the Members. 

ARTICLE 13 – HEAD OFFICE AND SEAL

Head Office 

13.1 The head office of the Society is to be located at such place in Alberta s the Board determines.

Seal 

13.2 The seal of the Society shall be kept in the custody of the Secretary. The seal shall not be affixed to any instrument except by authority of the Board of Directors and in the presence of such officers as the Board may prescribe.

ARTICLE 14 – NOTICE

14.1 A notice required to be given under the Act or these Bylaws:

(a) to a Member, shall be given in writing and may be delivered personally, by mail or by electronic communication at the address shown in the membership records, by fax to the number recorded in the records of the Society; and

(b) to the Society, shall be given in writing to the head office of the Society.

Any notice personally delivered before 4:30 p.m. local time at the place of delivery on a day (“Business Day”) that is not a Saturday, Sunday or statutory holiday at the place of delivery shall be deemed to have been received and given on the day of delivery and any notice personally delivered after 4:30 p.m. local time at the place of delivery shall be deemed to have been received and given on the next following Business Day. Any notice mailed shall be deemed to have been received and given 5 clear days after the day it is mailed, unless there is a postal strike or other disruption affecting mail delivery, in which event the notice shall be deemed to have been received and given when it is actually received. Any notice transmitted by facsimile (or other electronic communication) before 4:30p.m. local time on a Business Day at the place to which it is sent shall be deemed to have been received and given on the day of transmission and any notice transmitted by facsimile (or other electronic communication) after 4:30 local time at the place to which it is sent shall be deemed to have been received and given on the next following Business Day.

Appendix “A”

AMVIC Society Members 

As of June 13, 2013

Motor Dealers Association of Alberta

9249 48th Street

Edmonton AB T6B 2L7

Recreational Vehicle Dealers Association of Alberta

10561 – 172 Street

Edmonton AB T5S 1P1

Auctioneers Association of Alberta

RR1

Red Deer AB T4N 5E1

Alberta Automotive Recyclers & Dismantlers Association

24650 – 33rd Street NE

Edmonton AB T5Y 6J1

Canadian Independent Automotive Association – Alberta Chapter

12 Deer Cross Pl SE, Calgary, AB T2J 6G6

The Public as represented by four natural persons selected from and by the Public-at-Large Members of the Board

Revision History

February 12, 1999 Bylaws Approved

June 23, 2004 Auction Appointee Adjustment

February 12, 2007 Increase Board from 9 to 11 members, Recycler, Salesperson added

November 16, 2011 Compensation Fund articles, consolidation

November 22, 2011 AARDA added as a member of the Society

June 19, 2012 Increase Board from 11 to 12 members, Auto Body added/Term/Past Chair

June 7, 2013 Adjusted Board composition to increase public representation

June 13, 2013 Adjusted Society composition to increase public representation