Part 1 — Interpretation
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| 1 |
(1) In these bylaws, unless the context otherwise requires: |
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"directors" means the directors of the society for
the time being; |
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"Society Act" means the Society Act of
British Columbia from time to time in force and all amendments to it; |
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"registered address" of a member means the member's
address as recorded in the register of members. |
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(2) The definitions in the Society Act on the date
these bylaws become effective apply to these bylaws. |
| 2 |
Words importing the singular include the plural and vice
versa, and words importing a male person include a female person and a
corporation. |
Part 2 — Membership
|
| 3 |
The members of the society are the applicants for
incorporation of the society, and those persons who subsequently 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 for membership in the
society and on acceptance by the directors is a member. |
| 5 |
Every member must uphold the constitution and comply with
these bylaws. |
| 6 |
The amount of the first annual membership dues must be
determined by the directors and after that the annual membership dues must
be determined at the annual general meeting of the society. |
| 7 |
A person ceases to be a member of the society |
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(a) by delivering his or her resignation in writing
to the secretary of the society or by mailing or delivering it to the
address of the society, |
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(b) on his or her death or, in the case of a
corporation, on dissolution, |
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(c) on being expelled, or |
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(d) on having been a member not in good standing for
12 consecutive months. |
| 8 |
(1) A member may be expelled by a special resolution of the
members passed at a general meeting. |
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(2) The notice of special resolution for expulsion must be
accompanied by a brief statement of the reasons for the proposed expulsion. |
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(3) The person who is the subject of the proposed
resolution for expulsion must 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 his or her current annual membership fee, or any other
subscription or debt due and owing by the member to the society, and the
member is not in good standing so long as the debt remains unpaid. |
Part 3 — Meetings of Members
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| 10 |
General meetings of the society must be held at the time
and place, in accordance with the Society Act, that the directors
decide. |
| 11 |
Every general meeting, other than an annual general
meeting, is an extraordinary general meeting. |
| 12 |
The directors may, when they think fit, convene an
extraordinary general meeting. |
| 13 |
(1) Notice of a general meeting must specify the place, day
and hour of the meeting, and, in case of special business, the general
nature of that business. |
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(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. |
| 14 |
The first annual general meeting of the society must be
held not more than 15 months after the date of incorporation and after that
an annual general meeting must be held at least once in every calendar year
and not more than 15 months after the holding of the last preceding annual
general meeting. |
Part 4 — Proceedings at General Meetings
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| 15 |
Special business is |
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(a) all business at an extraordinary general meeting
except the adoption of rules of order, and |
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(b) all business conducted at an annual general
meeting, except the following: |
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(i) the adoption of rules of order; |
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(ii) the consideration of the financial statements; |
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(iii) the report of the directors; |
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(iv) the report of the auditor, if any; |
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(v) the election of directors; |
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(vi) the appointment of the auditor, if required; |
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(vii) the other business that, under these bylaws,
ought to be conducted at an annual general meeting, or business that is
brought under consideration by the report of the directors issued with the
notice convening the meeting. |
| 16 |
(1) Business, other than the election of a chair and the
adjournment or termination of the meeting, must not be conducted at a
general meeting at a time when a quorum is not present. |
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(2) If at any time during a general meeting there ceases to
be a quorum present, business then in progress must be suspended until there
is a quorum present or until the meeting is adjourned or terminated. |
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(3) A quorum is 3 members present or a greater number that
the members may determine at a general meeting. |
| 17 |
If within 30 minutes from the time appointed for a general
meeting a quorum is not present, the meeting, if convened on the requisition
of members, must be terminated, but in any other case, it must 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 30 minutes from
the time appointed for the meeting, the members present constitute a quorum. |
| 18 |
Subject to bylaw 19, the president of the society, the vice
president or, in the absence of both, one of the other directors present,
must preside as chair of a general meeting. |
| 19 |
If at a general meeting |
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(a) there is no president, vice president or other
director present within 15 minutes after the time appointed for holding the
meeting, or |
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(b) the president and all the other directors
present are unwilling to act as the chair, |
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the members present must choose one of their number to be
the chair. |
| 20 |
(1) A general meeting may be adjourned from time to time
and from place to place, but business must not be conducted at an adjourned
meeting other than the business left unfinished at the meeting from which
the adjournment took place. |
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(2) When a meeting is adjourned for 10 days or more, notice
of the adjourned meeting must be given as in the case of the original
meeting. |
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(3) Except as provided in this bylaw, it is not necessary
to give notice of an adjournment or of the business to be conducted at an
adjourned general meeting. |
| 21 |
(1) A resolution proposed at a meeting need not be
seconded, and the chair of a meeting may move or propose a resolution. |
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(2) In the case of a tie vote, the chair does not have a
casting or second vote in addition to the vote to which he or she may be
entitled as a member, and the proposed resolution does not pass. |
| 22 |
(1) A member in good standing present at a meeting of
members is entitled to one vote.; providing that member in good standing has
been a member for more than thirty days. |
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(2) Voting is by show of hands. |
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(3) Voting by proxy is not permitted. |
| 23 |
A corporate member may vote by its authorized
representative, who is entitled to speak and vote, and in all other respects
exercise the rights of a member, and that representative must be considered
as a member for all purposes with respect to a meeting of the society. |
Part 5 — Directors and Officers
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| 24 |
(1) The directors may exercise all the powers and do all
the acts and things that the society may exercise and do, and that are not
by these bylaws or by statute or otherwise lawfully directed or required to
be exercised or done by the society in a general meeting, but subject,
nevertheless, to |
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(a) all laws affecting the society, |
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(b) these bylaws, and |
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(c) rules, not being inconsistent with these bylaws,
that are made from time to time by the society in a general meeting. |
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(2) A rule, made by the society in a general meeting, does
not invalidate 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 other persons are the directors of the society. |
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(2) The number of directors must be 5 or a greater number
determined from time to time at a general meeting. A representative from
the Ministry of Environment
(BC Parks), First Nations, and the Village of Chase will be appointed
to the Society's Board of Directors by the organizations they represent and
will each be entitled to one vote. |
| 26 |
(1) The term of office for each director shall be two years
and elections shall be held at the annual
general meeting. |
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(2) Separate elections must be held for each office to be
filled. |
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(3) An election may be by acclamation, otherwise it must be
by ballot. |
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(4) If a successor is not elected, the person previously
elected or appointed continues to hold office. |
| 27 |
(1) The directors may at any time and from time to time
appoint a member as a director to fill a vacancy in the directors. |
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(2) A director so appointed holds office only until the
conclusion of the next annual general meeting of the society, but is
eligible for re-election at the meeting. |
| 28 |
(1) If a director resigns his or her office or otherwise
ceases to hold office, the remaining directors must appoint a member to take
the place of the former director. |
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(2) An act or proceeding of the directors is not invalid
merely because there are less than the prescribed number of directors in
office. |
| 29 |
The members may, by special resolution, remove a director,
before the expiration of his or her term of office, and may elect a
successor to complete the term of office. |
| 30 |
A director must not be remunerated for being or acting as a
director but a director must be reimbursed for all expenses necessarily and
reasonably incurred by the director while engaged in the affairs of the
society. |
Part 6 — Proceedings of Directors
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| 31 |
(1) The directors may meet at the places they think fit to
conduct business, adjourn and otherwise regulate their meetings and
proceedings, as they see fit. |
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(2) The directors may from time to time set the quorum
necessary to conduct business, and unless so set the quorum is a majority of
the directors then in office. |
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(3) The president is the chair of all meetings of the
directors, but if at a meeting the president is not present within 30
minutes after the time appointed for holding the meeting, the vice president
must act as chair, but if neither is present the directors present may
choose one of their number to be the chair at that meeting. |
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(4) A director may at any time, and the secretary, on the
request of a director, must, convene a meeting of the directors. |
| 32 |
(1) The directors may delegate any, but not all, of their
powers to committees consisting of the director or directors as they think
fit. |
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(2) A committee so formed in the exercise of the powers so
delegated must conform to any rules imposed on it by the directors, and must
report every act or thing done in exercise of those powers to the earliest
meeting of the directors held after the act or thing has been done. |
| 33 |
A committee must elect a chair of its meetings, but if no
chair is elected, or if at a meeting the chair is not present within 30
minutes after the time appointed for holding the meeting, the directors
present who are members of the committee must choose one of their number to
be the chair of the meeting. |
| 34 |
The members of a committee may meet and adjourn as they
think proper. |
| 35 |
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 is present. |
| 36 |
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, telex or cable, of any meeting of
the directors and may at any time withdraw the waiver, and until the waiver
is withdrawn, |
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(a) a notice of meeting of directors is not required
to be sent to that director, and |
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(b) any and all meetings of the directors of the
society, notice of which has not been given to that director, if a quorum of
the directors is present, are valid and effective. |
| 37 |
(1) Questions arising at a meeting of the directors and
committee of directors must be decided by a majority of votes. |
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(2) In the case of a tie vote, the chair does not have a
second or casting vote. |
| 38 |
A resolution proposed at a meeting of directors or
committee of directors need not be seconded, and the chair of a meeting may
move or propose a resolution. |
| 39 |
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
|
| 40 |
(1) The president presides at all meetings of the society
and of the directors. |
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(2) The president is the chief executive officer of the
society and must supervise the other officers in the execution of their
duties. |
| 41 |
The vice president must carry out the duties of the
president during the president's absence. |
| 42 |
The secretary must do the following: |
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(a) conduct the correspondence of the society; |
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(b) issue notices of meetings of the society and
directors; |
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(c) keep minutes of all meetings of the society and
directors; |
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(d) have custody of all records and documents of the
society except those required to be kept by the treasurer; |
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(e) have custody of the common seal of the society; |
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(f) maintain the register of members. |
| 43 |
The treasurer must |
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(a) keep the financial records, including books of
account, necessary to comply with the Society Act, and |
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(b) render financial statements to the directors,
members and others when required. |
| 44 |
(1) The offices of secretary and treasurer may be held by
one person who is to be known as the secretary treasurer. |
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(2) If a secretary treasurer holds office, the total number
of directors must not be less than 5 or the greater number that may have
been determined under bylaw 25 (2). |
| 45 |
In the absence of the secretary from a meeting, the
directors must appoint another person to act as secretary at the meeting. |
Part 8 — Seal
|
| 46 |
The directors may provide a common seal for the society and
may destroy a seal and substitute a new seal in its place. |
| 47 |
The common seal must be affixed only when authorized by a
resolution of the directors and then only in the presence of the persons
specified in the resolution, or if no persons are specified, in the presence
of the president and secretary or president and secretary treasurer. |
Part 9 — Borrowing
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| 48 |
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 the manner they decide, and, in
particular but without limiting that power, by the issue of debentures. |
| 49 |
A debenture must not be issued without the authorization of
a special resolution. |
| 50 |
The members may, by special resolution, restrict the
borrowing powers of the directors, but a restriction imposed expires at the
next annual general meeting. |
Part 10 — Auditor
|
| 51 |
This Part applies only if the society is required or has
resolved to have an auditor. |
| 52 |
The first auditor must be appointed by the directors who
must also fill all vacancies occurring in the office of auditor. |
| 53 |
At each annual general meeting the society must appoint an
auditor to hold office until the auditor is re-elected or a successor is
elected at the next annual general meeting. |
| 54 |
An auditor may be removed by ordinary resolution. |
| 55 |
An auditor must be promptly informed in writing of the
auditor's appointment or removal. |
| 56 |
A director or employee of the society must not be its
auditor. |
| 57 |
The auditor may attend general meetings. |
Part 11 — Notices to Members
|
| 58 |
A notice may be given to a member, either personally, by
telephone, fax, email, or by
mail to the member at the member's last registered telephone number, fax
number, e-mail address or postal address. |
| 59 |
A notice sent by mail is deemed to have been given on the
second day following the day on which the notice is posted, and in proving
that notice has been given, it is sufficient to prove the notice was
properly addressed and put in a Canadian post office receptacle. |
| 60 |
(1) Notice of a general meeting must be given to |
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(a) every member shown on the register of members on
the day notice is given, and |
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(b) the auditor, if Part 10 applies. |
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(2) No other person is entitled to receive a notice of a
general meeting. |
Part 12 — Bylaws
|
| 61 |
On being admitted to membership, each member is entitled
to, and the society must give the member without charge, a copy of the
constitution and bylaws of the society. |
| 62 |
These bylaws must not be altered or added to except by
special resolution. |