Here set forth, in numbered clauses, the Bylaws providing for the matters referred to in Section 6(1) of the Society Act and any other Bylaws.
Part 1 - Interpretation
1. (a) In these Bylaws, unless the context otherwise requires:
(i) "directors" means the directors of the Society for the time being;
(ii) "Society Act" means the society Act of the Province of British Columbia from time to time in force and all amendments to it;
(iii) "registered address" of a member means his address as recorded in the register of members;
(iv) "member" shall mean an applicant for incorporation of the Society who has not ceased to be a member, and every other person who becomes and remains a member in accordance with the Bylaws. A member shall have a right to vote as set out in the Bylaws;
(v) "Honourary member" shall mean a person or organization who becomes and remains an Honourary member ln accordance Wl th the Bylaws. An Honourary member shall not have any right to vote in the Society, other than as a member of a committee as hereinafter provided;
(b) The definitions in the Society Act on the date these Bylaws become effective apply to these Bylaws, save and except for the definition of "member" which shall be as hereinbefore set out.
2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person and vice versa, as the context may require.
Part 2 – Membership
3. The members of the Society are the applicants for the incorporation of the society and those persons who subsequently have become members, and, in either case, have not ceased to be members, all in accordance with these Bylaws.
4. Honourary members may be appointed by resolution of the members, on the basis of outstanding contribution to the Society or for other meritorious acts. Honourary members shall not be entitled to exercise any vote at a meeting of the members or receive any notice for the meeting of the members or directors.
5. Every member and Honourary member shall uphold the constitution and comply with these Bylaws.
6. The amount of the annual membership dues shall be determined by the directors from time to time. In addition to regular members and those who became members by virtue of being appointed Honourary members, there shall be such other classes of members as may from time to time be determined by the board of directors in accordance with these Bylaws. Members of each class shall have such privileges with regard to use of the Society's facilities and programs as the members in good standing may have from time to time as set out by the board of directors. The directors may establish different annual membership dues for different classes of members.
7. A person shall cease to be a member of the Society:
(a) by delivering his resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society; or
(b) on his death; or
(c) on being expelled; or
(d) on having failed to be in good standing for a period of twelve (12) consecutive months.
8. (a) A member may be expelled by a special resolution of the members passed at a general meeting; and
(b) the notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion; and
(c) the member who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9. The directors shall have the power, by a vote of ninety (90%) per cent of those present and entitled to vote, to expel or suspend :' any member whose conduct shall have been determined by the directors to be improper, unbecoming, or likely to endanger the interest or reputation of the Society or who wilfully commits a breach of the Constitution or Bylaws of the Society. No member shall be so expelled or suspended without first being notified of the charge or complaint against him, nor without being given an opportunity to be heard by the directors at a meeting called for that purpose. The powers of the directors contained in this Bylaw shall be additional to the powers vested in the membership as set out in Bylaw 8.
10. All members are in good standing except a member who has failed to pay any annual membership fee, including a current annual membership fee, and he is not in good standing so long as the membership fees remain unpaid.
11. Any member who resigns, withdraws, or is expelled from the Society shall forthwith forfeit all right, claim and interest arising from or associated with membership in the Society.
12. Either a corporate member or firm partnership member may vote by its authorized representative, who is entitled to vote and in all other respects exercises the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.
Part 3 - Meetings of Members
13. The annual general meeting of the Society shall be held once a year at the registered office of the society or elsewhere in British Columbia as the directors may determine and on a day to be fixed by the directors, and fourteen (14) days written notice of such meeting shall be given to the members. Honourary members shall not be entitled to receive notice of such meeting.
14. The first annual general meeting of the Society shall be held not more than fifteen (15) months after the date of incorporation and after that an annual general meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding annual general meeting.
15. General meetings of the Society shall be held at such times and places, in accordance with the Society Act, that the directors may decide.
16. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
17. Extraordinary general meetings of the society shall be called -- by the President at the request of the majority of the directors or upon the written request of at least ten (10%) per cent of the members of the Society entitled to vote, or at any other time or times as the directors may think fit.
18. (a) Notice of a general meeting shall specify the place, day and hour of meeting, and be given in writing to each member, and shall conform with any relevant statutory provisions.
(b) No notices shall be sent to any Honourary members.
(c) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting, and any meeting where there is a quorum present shall be valid notwithstanding that one or more members shall not have received notice of such meeting.
Part 4 - Proceedings at General Meetings
19. A quorum at any general meeting shall be five (5) members in good standing, present in person.
20. (a) No business, other than the election of the chairperson of the meeting, if necessary, and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present; and
(b) if at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated; and
(c) if within thirty (30) minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the members present shall constitute a quorum.
21. (a) The president of the Society, or in his absence the vice president of the society, or in the absence of both, one of the other d1rectors present, shall preside as a chairperson of a general meeting.
(b) If at a general meeting there is no president, vice president, or other director present within thirty (30) minutes after the time appointed for holding the meeting, or if the president, vice president, and all the other directors present are unwilling to act as chairperson, the members present shall choose one of their number to be a chairperson of the meeting.
22. Except as otherwise provided herein, all meetings of the members of the Society shall be governed by the parliamentary rules and usage set out in Roberts Rules of Order Revised. At any annual i general meeting of the society, the following matters must be on the agenda for the meeting:
(a) the consideration of the last financial statements of the society; and
(b) the report of the directors; and
(c) the report of the auditor, if any; and (d) the election of directors; and
(e) the appointment of the auditor, if required; and (f) any other business that, under these Bylaws, ought
to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the annual general meeting.
23. (a) Any general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
(c) Except as provided in this Bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
24. (a) No resolution proposed at a meeting need be seconded and the chairperson of a meeting may move or propose a resolution; and
(b) In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
25. (a) A member in good standing present at a meeting of members is entitled to one vote. A member that is not in good standing at the time the meeting is commenced shall not be entitled to vote at any meeting.
(b) Honourary members shall not be entitled to cast a vote at any meeting, although they may attend at such meeting subject to reasonable control of the meeting to allow proper voting by members.
(c) Voting shall be by show of hands, except in the case of the election of directors of the Society, which may be made by acclamation, otherwise it shall be held by secret ballot.
(d) Voting by proxy is not permitted.
Part 5 - Directors and Officers
26. The affairs of the Society shall be managed by the directors, each of whom at the time of his election or appointment and throughout his term of office shall be a member of the Society in good standing, and:
(a) the directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to:
(i) all laws affecting this Society
(ii) these Bylaws; and
(iii) rules and regulations relating to the operation of the Society which are not inconsistent with these Bylaws, made from time to time by the society in general meeting;
(b) no rule or regulation, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule or regulation had not been made;
(c) no act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office; and
(d) every director shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such, provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
27. The number of directors shall be not more than nine (9) and not less than five (5) persons. The directors shall be elected by the members at the annual general meeting. The board of directors may appoint additional directors from time to time so long as the total number of directors does not exceed nine (9). Appointed directors shall hold office until the next following annual general meeting.
28. Each director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly appointed and qualified, and the following provision shall apply to elections of directors:
(a) the directors shall retire from office at each annual general meeting, and their successors shall be elected; and
(b) separate elections shall be held for each position to be filled; and
(c) at any general meeting at which directors are to be elected, such election shall be by secret ballot of those members entitled to vote where present in person at such meeting, unless such election is by acclamation; and
(d) if no successor to a position on the board is elected, the person previously elected or appointed to that position continues to hold office, or, if such person does not wish to continue in such office, the vacancy shall be filled by the board of directors as hereinafter set out.
29. The directors may at any time and from time to time appoint a member as a director to fill a vacancy of an elected position in the board of directors, whether such vacancy is caused by resignation, removal, or otherwise ceasing to hold office, and a director so appointed shall hold office for the remaining term unless he resigns or otherwise ceased to hold office.
30. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office, provided such successor is qualified to be a director at the time of such appointment.
31. The directors may from time to time appoint such officers and agents and authorize the employment of such other persons as they deem necessary to carry out the objects of the Society, and such officers, agents and employees shall have such authority and shall perform such duties as from time to time may be prescribed by the Board. The following officers shall be appointed from the directors of the Society:
(i) the president,
(ii) the vice president,
(iii) the secretary, and
(iv) the treasurer, and
other officers of the Society may be appointed to their positions from the directors or from the membership. The president, vice president, secretary and treasurer shall initially be appointed by the first directors of the Society as filed with the Registrar of Companies pursuant to the provisions of the Society Act, and shall thereafter be appointed by the directors in accordance with these Bylaws.
32. At the first board of directors meeting following the annual general meeting, the board shall appoint the officers of the Society.
33. All officers, managers, agents, and employees shall be subject to removal from office or employment by the directors at any time with or without cause and with or without notice to the person so removed.
Part 6 - Proceedings of Directors
34. Subject to these Bylaws, the directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
35. The directors shall meet at times determined by the president, and at any additional times as reasonably requested in writing to the president by any directors. For any meetings other than meetings called on an emergency basis, at least twenty-four (24) hours' notice shall be given to all directors either by telephone (in which event the details of contact shall be recorded in the minutes for any absent director) or in the same manner as is prescribed for notices to members as set out in Part 12 of these Bylaws, and such notice may be contained in minutes of the previous meeting. Where the chairperson or other director acting in his place determines that a meeting of directors is required on an emergency basis, in which event the minutes shall reflect the emergency basis on which the meeting was called, an attempt shall be made to contact all directors by person or by telephone, the details of attempted contact shall be recorded in the minutes for any absent director, and no notice period shall apply. Notwithstanding anything contained in these Bylaws, no meeting of directors shall be held and no business or decisions purported to be done or made shall be valid unless the proper procedures for notice have been followed as hereinbefore set out.
36. The directors may from time to time set the quorum necessary ~ to transact business, and unless so fixed the quorum shall be a majority of the directors then in office, either present in person or in attendance by telephone conference call, provided that each of the directors in attendance is able to hear all of the other directors attending the meeting. One (1) of the directors in attendance (whether personally or by telephone) must be either the president, vice president, secretary or treasurer.
37. The president shall be chairperson of all meetings of the directors, but if at any meeting of the board the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice president shall act as chairperson of the meeting, but if neither is present, the directors present may then choose one of their number to be chairperson at that meeting.
38. (a) The directors may delegate any, but not all, of their powers to committees consisting of those of the directors and any members or Honourary members, as they think fit;
(b) A committee so formed in the exercise of the powers so delegated shall conform to any rules or regulations imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done
(c) The committee shall elect a chairperson of its meetings, but if no chairperson is elected, or if at a meeting the chairperson of such committee is not present within thirty (30) minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to be a chairperson of the meeting;
(d) The members of a committee may meet and adjourn as they think proper;
(e) Honourary members appointed to a committee may exercise a vote on that committee.
39. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors if present.
40. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, facsimile transmission or cable, of any meeting of the directors, and may at any time withdraw the waiver; and until the waiver is withdrawn, no notice of meeting of directors shall be sent to that director, and any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
41. Notwithstanding the foregoing, any meeting of the directors shall be valid if proper notice has been given to all directors.
42. (a) Questions arising at a meeting of the directors and/or a committee of the directors shall be decided by a majority of votes;
(b) In case of an equality of votes, the chairperson of a meeting of the directors and/or a committee of the directors shall have a second casting vote in addition to the vote he may be entitled to as a director;
(c) Notwithstanding the foregoing, a resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of recors
(d) Except as otherwise provided herein, all meetings of the directors and/or a committee of the directors of the Society shall be governed by the parliamentary rules and usage set out in Roberts Rules of Order Revised.
Part 7 - Duties of Officers
43. The president shall be the chief executive officer of the Society and shall supervise the other officers in the execution of their duties. He shall be responsible for calling meetings of the directors, and shall act as chairperson of all meetings of the directors and of all general meetings of the Society.
44. The vice president shall carry out the duties of the president during his absence. The vice president may also have one or more project responsibilities and shall have such other responsibilities as may, from time to time, be delegated to him by the president. If the president shall be unable to act as president for any reason whatsoever, the vice president shall be appointed by the president or by the directors to assume the full responsibilities of the office of the president.
45. (a) The secretary shall have the following responsibilities:
(i) cause to be issued notices of meetings of the Society and directors;
(ii) cause to be kept minutes of all meetings of the Society and directors;
(iii) have custody of all records and documents of the Society except those required to be kept by the treasurer, which shall include correspondence to and from the Society;
(iv) custody of the common seal of the Society; (v) maintain the register of members; and
(vi) perform any other responsibilities that may be delegated to him by the president or the directors.
(b) In the absence of the secretary, the directors shall appoint another person to assume the responsibilities of the secretary during his absence.
46. (a) The treasurer shall have the following responsibilities
(I) cause to be kept the financ1al records of the Society, including books of account, necessary to comply with the Society Act; and
(ii) cause to be rendered financial statements to the directors, members and others when required; and
(iii) perform any other responsibilities that may be delegated to him by the president or the directors.
(b) In the absence of the treasurer, the directors shall
appoint another person to assume the responsibilities of the treasurer during his absence.
47. The past president may, at his option, be a member of the board of directors of the Society acting in an advisory capacity, h with the full power of a director.
48. The individual directors and officers shall have such additional responsibilities as may from time to time be delegated to them by the president or by the directors
49. The directors shall have the power to appoint committee chairpersons and committees as may be deemed necessary to perform the work of the Society.
Part 8 - Seal and Authorized Signatories
50. The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
51. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the person subscribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or the president and treasurer.
52. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by any two of those officers of the Soc1ety designated as signing officers by resolution of the directors from time to time, and any two of such officers may together endorse notes and drafts for collection on account of the Society through its bankers, and endorse notes and cheques for deposit with the Society's bankers for the credit of the society, or the same may be endorsed "for collection" or "for deposit" with bankers of the Society by using the Society's rubber stamp for the purpose. Any two signing officers may together arrange, settle, balance and certify all books and accounts between the Society and the Society's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.
Part 9 - Borrowing
53. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, and only when authorized by special resolution of the members, raise or secure the payment or repayment of money in the manner they decide.
Part 10 - Auditor
54. This part applies only where the Society is required or has resolved to have an auditor.
55. (a) The first auditor shall be appointed by the directors, and the directors shall also fill all vacancies occurring in the office of auditor.
(b) At each annual general meeting the Society shall appoint an auditor to hold office until he is re- elected or until his successor is elected at the next annual general meeting.
(c) An auditor may be removed by ordinary resolution.
(d) An auditor shall be promptly informed in writing of his appointment or removal.
(e) No director and no employee of the Society shall be auditor of the Society.
56. The auditor may attend general meetings.
Part 11 - Fiscal Year
57. The fiscal year of the Society shall commence on the 1st day of January of each year, unless the fiscal year is changed by resolution of the board of directors.
Part 12 - Notices to Members
58. A notice may be given to a member, either personally or by mail to him at his registered address.
59. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given it is sufficient to prove the notice was pr(!perly addressed and put in a Canadian post office receptacle.
60. (a) Notice of a general meeting shall be given to:
(i) every member in good standing shown on the register of members on the day notice is given; and
(ii) the auditor, if Part 10 applies.
(b) No other person, including an Honourary member, is entitled to receive notice of a general meeting.
Part 13 - Alteration of Bylaws
61. These Bylaws shall not be altered or added to except by special resolution.
ADOPTED the ???? 1997.