2024 Bylaw Updates

Notice of Proposed Special Resolution: Adoption of New GSE Bylaws

​Notice date: April 23, 2024

At the upcoming Annual General Meeting on May 16, 2024, The Geotechnical Society of Edmonton (the “GSE”) intends to hold a vote on a proposed special resolution to repeal the existing bylaws of the GSE and replace them with new bylaws.

The final version of the new proposed bylaws, along with a formal notice of the special resolution to be voted upon, can be downloaded from this link.

Additional Information on Special Resolution Vote

• The vote on this proposed special resolution will take place during the Annual General Meeting on May 16, 2024.
• To be eligible to vote on this special resolution you must:
  • be a member of The Geotechnical Society of Edmonton who is not suspended or expelled from membership, and
  • be present, in person, at the Annual General Meeting location when the vote is taken (the bylaws prohibit proxy voting).
• For this special resolution to be successfully passed, at least 75% of the votes cast at the Annual General Meeting, by eligible members, must be in favour of the resolution (Societies Act, RSA 2000, c S-14, s.1(d)(i)).
• If successfully passed, the new bylaws will be registered at the corporate registry. The new bylaws will not take effect until they have been registered by the registrar (Societies Act, RSA 2000, c S-14, s.15).

Bylaw Update Process & Background Information

Our past-president, Zion Yua, began a review of the original bylaws when he was President (2022-2023) which led to the formation of a Bylaws Review Committee. It quickly became apparent that substantial effort and legal advice would be required to update the bylaws to align with the current structure and to conform with the requirements of the Alberta Societies Act. The GSE Executive voted to retain Bryce Lawrence, a lawyer specializing in non-profits and societies to assist in the process.

An initial meeting was held by the Bylaws Review Committee with Mr. Lawrence to discuss where the original bylaws were deficient and to document current operational practices. The draft bylaws were reviewed in detail by the Bylaws Review Committee and followed by another meeting with Mr. Lawrence to discuss specific questions and seek clarification. The current version of the new proposed Bylaws of the Geotechnical Society of Edmonton has been accepted by the GSE Executive.

The proposed new Bylaws were previously made available to the GSE membership for feedback. No concerns or criticisms about the new Bylaws were received from members during the feedback period (which ended on March 29, 2024). As such, no substantive changes have been made to the most recent version of the new Bylaws that was made available. The only changes that have been incorporated into the final version of the new Bylaws that will be voted upon (linked above) are corrections of minor typos in Sections 1.1(e) and 5.11.2 and inclusion of the date and location of the upcoming Annual General Meeting on the final page.

For historical reference, the current GSE By-Laws, and applications for incorporation and formation of the society under The Societies Act (document dated Feb 5, 1969) have been retrieved by Don Lewycky from his archival records and put together in a 6-page historical document.

Feedback Response

Responses to questions and concerns raised by the membership will be posted here.