Bylaws & Constitution

CONSOLIDATED BYLAW NO. 9
OF THE AKAITCHO TERRITORY GOVERNMENT

ARTICLE 1 - MEMBERSHIP

1.1 Members in the Akaitcho Territory Government (hereinafter referred to as the "Council") shall consist of those First Nations who are admitted to membership pursuant to Article 3.

1.2 There shall be no membership fees.

1.3 Membership shall be automatically renewed unless such membership has been cancelled by an Annual General or Special Assembly of the Council or the member has withdrawn pursuant to Article 4.

ARTICLE 2 - FORM OF THE COUNCIL

2.1 The Council shall be composed of all members as provided by Article 3 and 10 of these By-Laws.

ARTICLE 3 - MEMBERS

3.1 The following Dene First Nations shall be deemed to be members of the Council:

3.1.1 Salt River First Nation #195 (formerly Fort Smith Native Band);

3.1.2 Tthebatthi Dens First Nation (formerly Fort Fitzgerald Dane Council);

3.1.3 Deninu Kue Dene First Nation (formerly Fort Resolution Band);

3.1.4 Lutsel K'e Dene First Nation (formerly Lutsel Kie Dene Band);

3.1.5 Yellowknives Dene First Nation (formerly Yellowknives Dene Band) includes Dettah, Ndilo and Enodah, thereby representing three Dene First Nations.

3.2 New First Nations within Treaty #8 (N.W.T.) that apply may be accepted as members by Special Resolution of the Members.

3.3 Membership shall not preclude any member from being involved in such regional planning processes or bodies as may be established between the Tribal Council and/or other governments.

3.4 All members may enter into relations with any other community, organization, or body or participate in any process or body notwithstanding their membership in the Council.

ARTICLE 4 - WITHDRAWAL OF MEMBERSHIP FROM THE COUNCIL

4.1 Where a member votes to withdraw from membership, the member shall give six (6) months notice in writing to the Council of its intention to withdraw.

4.2 Upon six (6) months from the day upon which the notice is received by the Council, the member shall cease to be a member of the Council.

ARTICLE 5 - THE EXECUTIVE

5.1 The applicants for incorporation shall become the first members of the Executive whose term of office shall continue until their successors are chosen.

5.1.1 At the first meeting of the Council, the members of the Executive which then assume their positions shall replace the provisional members of the Executive named in the Letters Patent of the incorporated Council.

5.2 The Executive shall consist of those persons who are Chiefs from time to time of the member First Nations.

5.3 Members of the Executive shall serve until their positions become vacant pursuant to the provisions of Article 5.4.

5.4 Positions on the Executive shall be vacated:

5.4.1 if a member resigns his office by delivering a written resignation to the Executive Director of the Council;

5.4.2 If a member is found by a court to be of unsound mind or is declared to be a dependent adult by a court having jurisdiction;

5.4.3 If a member ceases to be a duly elected Chief of one of the member First Nations;

5.4.4 Upon death of a member; or

5.5.5 If a member is removed by motion of the Council of the First Nation which appointed him;

provided that if any vacancy occurs for any reason stated in this paragraph, the Council of the member First Nation may, by appointment, fill the vacancy for an interim period pending the election of a new Chief.

5.5 The members of the Executive shall equally have the general and active management of the affairs of the Council, and shall have such specific responsibilities from time to time as they are determined by the Executive. The members shall equally see that any direction and resolutions of the Executive, the Council, and any Assemblies are carried out. There shall be no remuneration from the Council to Executive members for their activities in this capacity.

5.6 The Executive shall be the governing body of the Council between Annual General Assemblies.

5.7 Meetings of the Executive may be conducted by conference telephone or radio/telephone hook-up, provided that all members consent to hold such a meeting and that a quorum of the participants in the meeting can hear one another.

ARTICLE 6 - DUTIES AND POWERS OF THE EXECUTIVE

6.1 The Executive shall meet not less than once (1 time) per year, or as often as the Executive may determine necessary to conduct the business of the Council.

6.2 Members of the Executive shall be provided notice fourteen (14) days prior to the meeting.

6.3 Four (4) voting members of the Executive shall constitute a quorum.

6.4 No act or decision of the Executive shall be invalid by reason of the absence of an Executive member.

6.5 Members of the Executive may be paid a remuneration for the attendance of meetings in the amount to be decided by the Executive.

6.6 At the Executive meeting, the members shall select a Chairperson from among their number such that a quorum is preserved. In the event of a tie, the Chairperson may cast the deciding vote or defer. However, the Executive has the power to select a Chairperson of non-voting status.

ARTICLE 7 - EXECUTION OF DOCUMENTS

7.1 Contracts, documents, or any instruments in writing requiring the signature of the Council, shall be signed by one of the officers and the Executive Director and all contracts, documents, and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality.

7.2 Members of the Executive shall have power from time to time by resolution to appoint an officer or officers on behalf of the Council to sign specific contracts, documents, and instruments in writing. Members of the Executive may give the Council's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Council.

7.3 The seal of the Council, when required, may be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution by the Executive.

ARTICLE 8 - COMMITTEES

8.1 Committees may be established by the Executive from time to time as necessary with powers and authorities set by the Executive.

8.2 Members of committees may receive remuneration as determined from time to time by the Executive.

8.3 Members of committees may be removed by a resolution which receives the support of four (4) members of the Executive.

ARTICLE 9 - TRIBAL COUNCIL STAFF

9.1 An Executive Director and other Tribal Council staff may be selected from time to time in ways determined by the Executive. The Executive shall determine what remuneration each staff member shall receive and what duties each staff member will handle.

9.2 The Executive Director shall be responsible for the management of the business, funds, and property of the Council and shall be the custodian of the corporate seal.

9.3 The Executive Director shall organize and attend Executive, Council, Assembly, and Committee meetings, ensure minutes are recorded, deal with correspondence, hire and supervise staff, maintain the policies and procedures manual, and carry out the direction by the Executive, Council, and Assemblies.

9.4 The Finance staff, under the supervision of the Executive Director, shall provide the Executive with quarterly financial statements.

9.5 The Executive Director shall report directly to the Executive and the Council.

ARTICLE 10 - TRIBAL COUNCIL - MEETINGS

10.1 The twelve (12) voting members of the Council shall consist of:

10.1.1 The Chief of the Salt River First Nation #195 and either the First Nation administrator or one (1) voting delegate selected by the First Nation Council;

10.1.2 The Chief of the Tthebatthi Dene First Nation and either the First Nation administrator or one (1) voting delegate selected by the First Nation Council;

10.1.3 The Chief of the Deninu Kué Dene First Nation and either the First Nation administrator or one (1) voting delegate selected by the First Nation Council;

10.1.4 The Chief of the Lutsel K’e Dene First Nation and either the First Nation administrator or one voting delegate selected by the First Nation Council;

10.1.5 The two Chiefs of the Yellowknife’s Dene First Nation and either the First Nation administrator and one (1) voting delegate selected by the First Nation Council, or two (2) voting delegates selected by the First A Nation.

10.2 The Council shall establish the general policies for the management and operation of the Council.

10.3 The Council shall meet once (1 time) per year and on other occasions at the request of the Executive, at such times and such place as the Executive may decide.

10.4 Not less than seven (7) days’ notice by registered mail of the meeting shall be given to each member of the Council, provided always that such notice may be dispensed with by the unanimous consent of all the chiefs.

10.5 Where there has been substantial compliance with Article 10.4 above, no error or omission in giving notice of any meeting of the Council shall invalidate such meeting or make void any decision taken.

10.6 Seventy-Five (75%) percent of the Council shall constitute a quorum.

10.7 Meetings of the Council may be conducted by conference telephone or radio/telephone provided that any action authorized or resolution passed be confirmed at the next formal session of the Council.

ARTICLE 11 - PROCEDURES

11.1 A Resolution in writing, signed by all voting members of the Executive shall be valid and effectual as if it had been passed at a meeting of the Executive duly convened and held.

11.2 The seal of the Council, an impression which is stamped in the margin, shall be in the custody of the Executive Director and shall be used only as directed by the approved resolutions of the Executive, Council, or Assemblies.

11.3 Public announcements about positions, activities, or internal information of the Council shall be made only by such spokespersons as are designated from time to time by the Executive.

11.4 The member Dene First Nations shall observe all aspects of the Internal Protocol, as developed by the Council, approved by the Annual General Assembly, and as may be amended from time to time.

ARTICLE 12 - AUDITS AND RECORDS

12.1 The books and records of the Council shall be open to inspection by members at the offices of the Tribal Council upon written request, by Resolution of the Council to the Executive Director, or otherwise as the Council may determine or direct.

12.2 The accounts shall be audited annually by an auditor selected by the delegates at the previous Annual General Assembly.

12.3 The audit shall be presented to the Council within four (4) months of March 31st at the Annual General Assembly.

12.4 The audited financial statements and the report of the auditor shall be presented at the Annual General Assembly.

ARTICLE 13 - ANNUAL GENERAL AND SPECIAL ASSEMBLY

13.1 The Annual General Assembly of the Council shall be held once per year at a place in Canada chosen at the previous Annual General Assembly and at a time and date chosen by the Council.

13.2 All members of the First Nations which are members of the Council shall have the right to attend the Annual General Assembly of the Council.

13.3 At every Annual General Assembly, in addition to any other business that may be transacted, the report of the Executive, the financial statements, and the report of the auditor shall be presented and the auditor shall be appointed for the ensuing year. The delegates may consider and transact any business, either special or general, at any Assembly.

13.4 A Special Assembly of the Council may be called at any time by the Executive and shall be called when requested by any of the members. The notice convening any Annual General or Special Assembly shall be sent to all members not less than (45) days before such Annual General or Special Assembly, and shall state the time, place and purpose of such an Assembly. The Executive shall ensure that sufficient information is provided about the business to be conducted at the Assembly so that all voting delegates may make an informed decision concerning such business.

The Executive may if they wish to exercise their power to amend the notice period which is (45) days prior to the set date of the Annual General or Special Assemblies. At times there may be a necessity to set an alternative date for unforeseen circumstances beyond the Executives control.

Therefore, the Executive will hold the power to amend the notice period, to change the date of the Annual General or Special Assemblies if required, provided always that not less than fourteen (14) days prior notice of the amended date of the Annual General or Special Assembly is sent to all members, and that an Annual General Assembly shall be held not more than fifteen (15) months after the holding of the last preceding Annual General Assembly.

13.5 An Annual General or Special Assembly of the membership of the First Nations which are members of the Council may be held for any purpose which the Executive may determine. Any such Assembly shall be called by the Executive pursuant to the provisions of s. 13.4.

13.6 The Annual General or Special Assembly of the membership of the First Nations, held pursuant to s. 13.5 shall be attended by voting delegates chosen as follows:

13.6.1 The chief and one (1) delegate for the 100 members of each First Nation; and

13.6.2 An additional delegate for every additional 100 members.

13.7 As soon as the delegates are chosen to the Special or Annual General Assembly called pursuant to s. 13.5, each First Nation will inform the Council head of their names.

13.8 Only delegates may vote at any Annual General or Special Assembly called pursuant to s. 13.5. No delegate shall be registered or vote unless he provides written confirmation of his appointment.

13.9 A quorum at any Annual General or Special Assembly called pursuant to s. 13.5 shall be seventy-five (75%) percent of the voting delegates.

13.10 A motion at a Special or Annual General Assembly called pursuant to s. 13.5 must be approved by (75%) percent of the voting delegates.

ARTICLE 14 - REJECTION OF RESOLUTION

14.1 If a First Nation regards any motion or resolution of the Executive, Council, or Annual General Assembly or a Special Assembly, as an unwanted intrusion into their local affairs, they may declare by resolution of their First Nation Council that the motion or resolution be of no force and effect in relation to that First Nation.

14.2 The declaration shall be forwarded in writing to the Executive Director within thirty (30) days and shall be signed by the Chief.

ARTICLE 15 - ELECTION PROCEDURES FOR GRAND CHIEF

A. CRITERIA FOR GRAND CHIEF

The following criteria will be considered by the Assembly and the Executive Committee throughout the election process:

Knowledge of the Dene language
Knowledge of the Treaties
Experience with Dene Organizations and the ability to deal with all government departments and government officials
Knowledge of the Dane Traditions
Knowledge of the past and present claims processes
Must be a Treaty citizen of Akaitcho Territory
Maintain sobriety and drug-free lifestyle during term
Cannot have a criminal record for an indictable offence within five (5) years
The Executive Committee can check to determine if a candidate has a criminal record or charges pending
Must be a resident of Akaitcho Territory
Candidate must be present at the election for Grand Chief
Be willing to be a spokesperson for the Tribal Council

B. NOMINATION FORM

Name of candidate, Akaitcho Territory citizenship affiliation
Name of mover who is a citizen of Akaitcho Territory
Name of three citizens from Akaitcho Territory
Proof of residency of at least one year within Akaítcho Territory
Date of nomination
lf candidate is an employee of the Tribal Council, Band Councillors or Chief, they will have to take a one month unpaid leave of absence prior to the Annual Assembly

C. TERM OF OFFICE

The position will be for two (2) years and ends with the election of another Grand Chief
The Grand Chief has to live within the Akaitcho Territory
Location of office and staff and will be determined by the Executive Committee

D. NOMINATION PERIOD

Nominations will be open 45 days prior to the Annual General Assembly and will close 30 days prior to the Annual General Assembly.

The notice of Election will include following information:

The date and location of the election
Position that is open - Grand Chief of Akaitcho Territory
The closing date for the submission of a nomination form which will include the Candidate’s name. name of the mover from Akaitcho Territory and three Akaitcho Dene Citizens affiliated with a community from the Akaitoho Territory Government area
Criteria to be a candidate
Contact name, numbers and locations to obtain additional information

Copies of the Notice of Election will be distributed to the 6 members Dene First Nation offices with instructions to post in all public areas within their communities (Deninu K’ue First Nation, Lutsel k’e Dene First nation; Salt River First Nation, Landings and Yellowknives Dene First Nation).

The notice of Election must be advertised in the newspapers.

E. NOMINATIONS RECEIVED

Nominations received will be posted in all First Nation’s Office's at least one (1) week prior to the Assembly,

F. WHO MAY VOTE

The election is scheduled to occur at the Annual General Assembly where the designated community has been selected. Eligible voters are delegates with voting status that have been selected by the member Dene First Nations to attend this assembly.

Voting delegates or their designated proxies that are in attendance at the time of the election are eligible to vote. This procedure will be adopted by way of resolution to be incorporated in the constitution and By-Laws of the Akaitcho Territory Government.

A candidate who is also selected as an official delegate must give their vote to a proxy prior to the voting. This proxy must be filed with the Returning Officer prior to the Commencement of the voting. If no proxy is given, the candidate cannot use their vote. The Returning Officer will announce the proxy to the delegates prior to the voting.

Delegates who have been selected by their community but cannot attend the full duration of the assembly are permitted to appoint a proxy vote to represent them. Proxy voters can exercise all rights of the original delegate, including voting for the election Of Grand Chief. Proxies must be in writing and must be signed by the appointee, and must name the person who is acting as the proxy. The proxy is entitled to vote and have the same rights and duties of the appointment.

All eligible voters may cast a ballot for the position of Grand Chief.

G. CAMPAIGNING

Photographs of each candidate will be provided at the Assembly due to the Notice of Election requiring all candidates to be present in person at the Assembly.

The Akaitcho Territory Government shall allow all candidates a brief presentation as part of the Annual General Assembly. The forum will occur prior to the election.

Any candidate who is not present at the Candidate's forum will have their name removed from the ballot, in case of extreme emergency the Executive Committee can review and make necessary recommendations.

H. VOTERS LIST

The Akaitcho Territory Government will have a list of all official delegates that will be used an Official Voters list for the election of a Grand Chief. A copy of the Official Voters List will be posted at the Annual General Assembly on the day of election. The official delegates are chosen by the individual Dene communities that comprise the Akaitcho Territory Government Annual Assembly.

I. ELECTION DAY

A Returning Officer will be appointed to conduct the election for the Grand Chief of Akaitcho Territory. Two other individuals will be identified to assist the Returning Officer.

Voting will take place between 10:00 a.m. to 12:00 (noon) on the Election Day selected during the Assembly. Voting will take place in a designated area within the Assembly.

Voting during the Annual General Assembly will take place by secret ballot. For clarification this means each eligible voter will be given a ballot, which he/she can mark and return to the Returning Officer to be deposited by the Returning Officer in the official ballot box. Ballots must be initialed by the Returning Officer.

Interpreters will be available for any voting delegates that require translation during the voting process.

The ballot box used for the election will be the same type used in First Nation general elections, metal, cardboard or wooded. Two tables will be used for the election. One table will be used by the election officials only for the recording of voters, the distribution of ballots, and the deposit of ballots in the ballot box. A screen will be placed on the second table, which will be used by the voters to mark his or her ballot, a pencil and instructions to the voters will be placed clearly visible on this table.

Counting of the ballots will be done by at least three people selected by the Assembly. These individuals will be identified as "election officials". Each candidate will be permitted to have a scrutineer present for the count, and each scrutineer will be provided with a blank sheet of paper on which to record the results of each ballot as these are called out by the Returning Officer.

All ballots will be counted unless:

The ballot has been defaced or a line drawn across it so it is not possible to
determine which candidate was selected by me voter;
The ballot has not been marked at all;
The voter has placed his or her mark beside the names of more than one candidate;
or
The voter has made a mark on the ballot that indicates or could indicate the identity of that voter.

Once the ballots are counted, the Returning Officer will secure the ballots and other elections materials, and will provide the official results to the Chairman of the Akaitcho Territory Government Assembly as soon as possible after the count is completed.

J. REPORT ON THE RESULTS

A page identified as the result sheet will contain the results of the voting. This will be filled in by the Returning Officer and any scrutineer who wish to do so, will sign at the bottom of this page attesting to the count.

The ballots contained in envelopes labelled with the contents and other election materials will be kept securely by the Elections Officer for a period of thirty (30) days after the election in case of complaints or requests for recounts.After this thirty (30) day period has elapsed, the ballots will be destroyed. The result sheet will be kept in the tile under the election section of the filing section of the Akaitcho Territory Government.

K. APPEALS

All Appeals to the election must be addressed to the Executive Committee of the Territory Government;
All Appeals must be in writing clearly outlining the reasons for the Appeal;
All Appeals must be based on the non-compliance of the Election regulations;
All Appeals must be received at the office of the Akaitcho Territory Government within one (1) week following the election;
All Appeals must be done by a candidate or the nominator of a Candidate;
The Executive Committee will review the appeals as soon as possible;
$250.00 non-refundable deposit will be' required,

L. CHANGES TO THE ELECTION REGULATIONS

These regulations can be changed from time to time by the Annual General Assembly with the passage of a resolution to make such changes.
All suggested changes to the regulations should be forwarded to the Executive Committee at least two months prior to the annual assembly so that they can be posted at the Band Officers within Akaitcho Territory.

ARTICLE 16 - AMENDMENTS

16.1 The By-Laws of the Council may be rescinded, altered, or added to by vote of the Annual General Assembly of Council.

16.2 Notice of a proposed amendment to the objects or By-Laws shall be given to the members at least forty-five (45) days prior to an Annual General or Special Assembly of the Council.

16.3 Notwithstanding Article 15.2 above, notice may be waived in order to reconsider additional or revised amendments to the constitution and By-Laws.

16.4 The repeal, amendment, or addition of any by-law shall not be enforced or acted upon until the approval of the Minister of industry has been obtained.

ARTICLE 17 - INDEMNITIES, EXECUTIVE AND GRAND CHIEF

17.1 Any executive member or Grand Chief who has undertaken or is about to undertake any liability on behalf of the ATG first nations or any corporation controlled by it and their heirs. Executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indentified and saved harmless out of the funds of the ATG first nations.

17.2 All costs, charges and expenses which such executive member, Grand Chief, employee or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, Or in respect of any act, deed, or thing whatsoever made, or done or permitted by him, in or about the execution of duties of his office or in respect of any such liability.

17.3 All other costs, charges and expenses which he sustains or incurs in or about in relations to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

ARTICLE 18 - PROXY VOTING

18.1 Each member of the executive, tribal, assemblies and committee meetings are entitled to one proxy vote per member.

ARTICLE 19 - RULES AND REGULATIONS

19.1 The Executive may prescribe such rules and regulations consistent with these bylaws relating to the management and operation of the Akaitcho Territory Government, as they deem expedient, provided that such rules and regulations shall have force and effect until the next annual meeting of the members of the 'Corporation when they shall be confirmed and failing such confirmation at such annual meeting of the members, shall at and from that time cease to have any force and effect.