This is a tentative bylaws document for our new organization. It will be adopted by the members voting on it on November 7th at our Special General Meeting, meeting room 909 Mainland and Smithe, downtown Vancouver, 7:30pm - 9:30pm.
BYLAWS
The bylaws of the Society are those set out in Schedule B to the Society Act.
Dated November 7, 2007.
PART 1
INTERPRETATION
1. (1) In these Bylaws, unless the context otherwise requires:
“Directors” means the Directors of the Society for the time being;
“Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
“registered address” of a Member means their address as recorded in the register of Members;
“term” means the time between the annual general meeting and the immediate next annual general meeting;
“Officer term” has the same meaning as “term”;
“Member” has the same meaning as “Member in good standing”.
(2) The definitions in the Society Act apply to these Bylaws on the date these Bylaws become effective.
2. Words importing a singular person include the plural and vice versa.
PART 2
MEMBERSHIP
3. The Members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become Members in accordance with these Bylaws, and, in either case, have not ceased to be Members.
4. A person may apply to the Directors or their designate and upon acceptance by the Directors or their designate the person becomes a Member.
5. Every Member shall uphold the constitution and comply with these Bylaws.
6. The Directors may determine the membership dues, if any.
7. A person shall cease to be a Member of the Society
(a) by delivering their resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society;
(b) on their death;
(c) on being expelled; or
(d) on having been a Member not in good standing for a period of 30 days.
8. (1) A Member may be expelled by a special resolution of the Members passed at a general meeting.
(2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
(3) The person 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. All Members are in good standing except a Member who has failed to pay their current annual membership fee or other subscription or debt due and owing by them to the Society.
10. A corporation may not be a Member of the Society.
PART 3
MEETING OF MEMBERS
11. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the Directors decide.
12. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
13. The Directors may, whenever they think fit, convene an extraordinary general meeting.
14. (1) Notice of a general meeting shall specify the place, the day and the hour of
meeting, and, in case of special business, the general nature of that business.
(2) 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.
15. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting.
PART 4
PROCEEDINGS AT GENERAL MEETINGS
16. Special business is
(a) all business at an extraordinary general meeting except the adoption of rules of order, and
(b) all business that is transacted at an annual general meeting, except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required; and
(vii) the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under the consideration of the report of the directors issues with the notice convening the meeting.
17. (1) No business, other than the election of a chair and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
(2) 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.
(3) A quorum is three Members present, excluding Directors, or such greater number as the Members may determine at a general meeting.
18. If within 15 minutes from the time appointed for a Members’ meeting a quorum is not present, the Members present constitute a quorum, provided there are at least three Members present.
19. Subject to Bylaw 19, the President of the Society, the Vice-President, or, in the absence of both, one of the other Directors present, shall preside as chair of a general meeting.
20. If at a general meeting
(a) there is no President, Vice-President, or other Director present within 15 minutes after the time appointed for holding the meeting, or
(b) the President and all the other Directors present are unwilling to act as chair,
(c) the Members present shall choose one of their number to be chair.
21. (1) A 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.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
(3) Except as provided in this Bylaw, it is not necessary to give notice of adjournment or of the business to be transacted at an adjourned general meeting.
22. (1) No resolution proposed at a meeting need be seconded, and the chair of a meeting may move or propose a resolution.
(2) In case of an equality of votes, the chair of the meeting shall cast the deciding vote.
23. (1) A Member in good standing present at a meeting of Members is entitled to one vote.
(2) Voting is by show of hands, unless the Members otherwise decide, and except in the case of elections, which are by secret ballot.
(3) Voting by proxy is permitted as provided in Part 13.
PART 5
DIRECTORS AND OFFICERS
24. (1) The Directors may exercise all such powers and do all such acts and things as 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 the provisions of:
(a) all laws affecting the Society;
(b) these Bylaws; and
(c) rules, not being inconsistent with these Bylaws, which are made from time to time by the Society in general meeting.
(2) No rule made by the Society in general meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.
25. (1) The President, Vice-President, Secretary, Treasurer and one or more appointed upon incorporation or as determined by the Members shall be Officers of the Society.
(2) An Officer must be a Director and ceases to be an Officer when he ceases to be a Director.
(3) There shall be five Directors or such other number as determined by the Members or appointed upon incorporation.
26. (1) The first Directors shall retire at the annual meeting.
(2) The Directors shall retire at the expiration of their term, when their successors will be elected.
(3) A Director shall be elected at the annual general meeting for one term.
(4) Officers shall be elected at annual meetings.
(5) Election may be by acclamation, otherwise it is by ballot.
27. (1) The Directors may at any time appoint a Member as a Director to fill a vacancy in the Directors.
(2) The Directors may at any time appoint a Director to fill any Officer vacancy.
(3) A Director so appointed holds office until the next annual general meeting.
(4) Any Officer appointed by Bylaw 26 shall serve the unexpired Officer term of the Officer they are replacing.
28. (1) If a Director or Officer ceases to hold office, the remaining Directors shall appoint a replacement in accordance with these Bylaws.
(2) No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
29. The Members may by special resolution remove a Director before the expiration of their office and may elect a successor to serve to the next annual meeting.
30. No Director or Officer shall be remunerated for being or acting as a Director or Officer, but a Director may be reimbursed for all expenses necessarily and reasonably incurred by them while engaged in the affairs of the Society, and provided the expenses have been reported to the Society in accordance with expense-reporting procedures determined by the Directors.
PART 6
PROCEEDINGS OF DIRECTORS
31. (1) The Directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit, and may hold meetings, in whole or in part, by telephone or telephone conference call, or by other electronic means, provided identity authentication is available.
(2) The Directors may from time to time fix the quorum necessary for the transaction of business, and unless so fixed the quorum shall be a majority of the Directors then in office. Directors participating by telephone or telephone conference call shall be considered part of the quorum.
(3) The President shall be chair of all meetings of the Directors unless the Directors otherwise decide.
(4) A Director may at any time, and the Secretary on the request of a Director shall, convene a meeting of the Directors.
32. (1) The Directors may delegate any, but not all, of their powers to committees consisting of such Members as they think fit, and may name the committee.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the Directors.
33. Subject to directions of the Directors, the committee shall determine its own procedure.
34. The Members of a committee may meet and adjourn as they think proper.
35. A Director who may be absent from a meeting of the Directors or a general meeting may send or deliver to the physical or electronic address of the Society a waiver of notice, which may be by letter, telegram, telex, cable, or electronic mail, of any meeting of the Directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn
(a) no notice of meetings of Directors shall be required to be sent to that Director; and
(b) 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.
36. (1) Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes.
(2) In case of an equality of votes, the chair shall cast the deciding vote.
37. No resolution proposed at a meeting of Directors or committee of Directors need be seconded, and the chair of a meeting may move or propose a resolution.
38. 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 Directors.
PART 7
DUTIES OF OFFICERS
39. The President shall preside at all meetings of the Directors unless the Members or Directors shall otherwise decide.
40. The President is the Chief Executive Officer of the Society.
41. The Vice-President shall carry out the duties of the President during their absence.
42. The Secretary shall
(a) conduct the correspondence of the Society;
(b) issue notice of meetings of the Society and Directors;
(c) keep minutes of all meetings of the Society and Directors;
(d) have custody of all records and documents of the Society except those required to be kept by the Treasurer;
(e) have custody of the common seal of the Society; and
(f) maintain the register of members.
43. The Treasurer shall
(a) keep such financial records, including books of account, as are necessary to comply with the Society Act; and
(b) render financial statements to the Directors, Members and others when required.
44. The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.
45. Other Officers, if any, shall perform such duties as the Members decide.
46. The Directors or Members may add additional duties to any Director or Officer or transfer duties among Directors or Officers.
47. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
48. A Member of the Directors shall
(a) act honestly and in good faith and in the best interests of the Society; and
(b) exercise the care, diligence and skill of a reasonable and prudent person in exercising power and performing functions as a Member of the Directors.
49. A Member of the Directors who is directly or indirectly interested in a proposed contract or transaction with the Society shall disclose fully and promptly the nature and extent of their interest to each Member of the Directors and otherwise comply with the requirements of the Society Act.
50. The Directors shall enter in the register the names of applicants for incorporation, and the name of every other person admitted as a Member of the Society, together with the following particulars of each:
(a) the full name and residence address;
(b) the date on which a person is admitted as a Member; and
(c) the date on which a person ceases to be a Member.
51. (1) The Directors shall prepare all reports, including financial reports, required by law to be prepared by the Society for the annual general meeting.
(2) The Directors shall on behalf of the Society file all financial and other reports that have to be filed after the annual meeting as required by the Society Act and Income Tax Act or other law.
(3) The Directors shall ensure the Society has at least one account with a chartered bank, credit union or trust company for the deposit of funds.
(4) The Directors, on behalf of the Society, shall keep proper accounting records in respect of all financial or other transactions and, without limiting the foregoing, shall keep records of:
(a) all money received and disbursed by the Society and the manner in respect of which the receipt and disbursement took place;
(b) every asset and liability of the Society; and
(c) every other transaction affecting the financial position of the Society.
PART 8
SEAL
52. The Directors may provide a common seal for the Society and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
53. The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed in the presence of the President and Secretary or President and Secretary-Treasurer.
PART 9
BORROWING
54. In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide, and in particular, but without the limiting the generality of the foregoing, by the issue of debentures.
55. No debenture shall be issued without the sanction of a special resolution.
56. The Members may by special resolution restrict the borrowing powers of the Directors, but a restriction so imposed expires at the next annual general meeting.
PART 10
AUDITOR
57. This part applies only where the Society is required or has resolved to have an auditor.
58. The first auditor shall be appointed by the Directors, who shall also fill all vacancies occurring in the office of auditor.
59. At each annual general meeting the Society shall appoint an auditor to hold office until he is re-elected or their successor is elected at the next annual general meeting.
60. An auditor may be removed by ordinary resolution.
61. An auditor shall be informed forthwith in writing of appointment or removal.
62. No Director and no employee of the Society shall be auditor.
63. The auditor may attend general meetings.
PART 11
NOTICES TO MEMBERS
64. A notice may be given to a Member either personally or by mail to them at their registered physical or electronic address.
65. 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 that the notice was properly addressed and put in a Canadian post office receptacle.
66. (1) Notice of a general meeting shall be given to
(a) every Member shown on the register of members on the day notice is given; and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
PART 12
BYLAWS
67. After being admitted a Member is entitled to a physical copy of the Constitution and Bylaws upon paying the sum of $5.00. Electronic copies shall be provided free of charge by the Society.
68. These bylaws shall not be altered or added to except by special resolution.
PART 13
PROXY VOTING
69. (1) Members may hold one [1] proxy vote, provided the absent Member has signed the Society’s proxy voting form, which shall be made available in electronic form on the Society’s website not less than one week before any general meeting, and provided the proxyholder is in possession of said form at the general meeting.
(2) The proxyholder must deposit the proxy form with the Secretary of the Society at the commencement of the meeting.
(3) A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or incapacity of the Member, provided no intimation in writing of the death or incapability has been received at the registered office of the Society or by the chair of the meeting before the vote was given.
(4) Unless, in the circumstances, the Society Act requires any other form of proxy, an instrument appointing a proxyholder, whether for a specified meeting or otherwise, shall be in the form following, or any other form that the Directors shall approve:
(Name of Society)
The undersigned hereby appoints __________________________ as proxy for the undersigned to attend at and vote for and on behalf of the undersigned at the general meeting of the Society to be held on the day of _____________________, _______.
Signed this ______ day of _________________, _______.
Name of Member: _____________________________________
Signature of Member: __________________________________
Name of Proxyholder: __________________________________
Signature of Proxyholder: _______________________________
70. A proxy is valid for only one meeting or any adjournment thereof.
