(Adopted December 20, 2021)
Part 1 — Definitions and Interpretation
1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the directors of the Society;
“Bylaws” means these Bylaws as altered from time to time.
Definitions in Act apply
1.2 The definitions in the Act apply to these Bylaws.
Conflict with Act or regulations
1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.
Part 2 — Members
Application for membership
2.1 A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application.
Classes of members
2.2 The Board may determine two classes of member. Membership without paying any dues (Non-Voting Members) and membership upon payment of the annual membership dues set from time to time by the Board (Voting Members). In any year in which dues are not set by the Board, all members shall be deemed Voting Members.
Duties of members
2.3 Every member must uphold the constitution of the Society and must comply with these Bylaws.
Amount of membership dues
2.4 The amount of the annual membership dues, if any, shall be determined by the Board.
Member not in good standing
2.5 A member is not in good standing if, in the determination of the Board, the member does not support the purpose of the Society. The Board shall notify the member accordingly within 7 days of reaching such determination.
Member not in good standing may not vote
2.6 A Voting Member who is not in good standing
(a) may not vote at a general meeting, and
(b) is deemed not to be a Voting Member for the purpose of consenting to a resolution of the Voting Members.
Termination of membership if member remains not in good standing
2.7 A person’s membership in the Society is automatically terminated if the person is not in good standing for a consecutive period of 3 months.
Part 3 — General Meetings of Members
Time and place of general meeting
3.1 A general meeting must be held at the time and place the Board determines. General meetings may be held in person, or by electronic means or in a hybrid format, as the Board determines.
Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:
(a) adoption of rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) business arising out of a report of the directors not requiring the passing of a special resolution.
Notice of special business
3.3 A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.
Chair of general meeting
3.4 The following individual is entitled to preside as the chair of a general meeting:
(a) the individual, if any, appointed by the Board to preside as the chair;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
(i) the president,
(ii) a vice-president, if the president is unable to preside as the chair, or
(iii) one of the other directors present at the meeting, if both the president and all vice-presidents are unable to preside as the chair.
Alternate chair of general meeting
3.5 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.
3.6 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of Voting Members is
Quorum for general meetings
3.7 The quorum for the transaction of business at a general meeting is 10 Voting Members.
Lack of quorum at commencement of meeting
3.8 If, within 30 minutes from the time set for holding a general meeting, a quorum of Voting Members is not present,
(a) in the case of a meeting convened on the requisition of Voting Members, the meeting is terminated, and
(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the Voting Members who are present constitute a quorum for that meeting.
If quorum ceases to be present
3.9 If, at any time during a general meeting, there ceases to be a quorum of Voting Members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
Adjournments by chair
3.10 The chair of a general meeting may, or, if so directed by the Voting Members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.
Notice of continuation of adjourned general meeting
3.11 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.
Order of business at general meeting
3.12 The order of business at a general meeting is as follows:
(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting,
(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors, and
(iv) appoint an auditor, if any;
(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
(h) terminate the meeting.
Methods of voting
3.13 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the Voting Members. In the event of the general meeting being an electronic meeting or hybrid meeting, the Directors shall determine the method of voting by Voting Members, and such must be summarised in the Notice of Meeting sent to members.
Announcement of result
3.14 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded by the Secretary in the minutes of the meeting.
3.15 Voting by proxy may be permitted at the discretion of the Board. Details regarding the ability to vote by proxy must be included in the Notice of Meeting.
Matters decided at general meeting by ordinary resolution
3.16 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
Participation of Non Voting Members at a general meeting
3.18 Non Voting members must be sent the Notice of Meeting and may attend general meetings and may speak at general meetings. However Non Voting members may not cast votes at general meetings.
Part 4 — Directors
Number of directors on Board
4.1 The Society must have no fewer than 3 directors.
Election or appointment of directors
4.2 At each annual general meeting, the Voting Members entitled to vote for the election or appointment of directors must elect or appoint the Board.
Directors may fill casual vacancy on Board
4.3 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during the director’s term of office or to supplement the Board.
Part 5 — Directors’ Meetings
Calling directors’ meeting
5.1 A directors’ meeting may be called by the president or by any 2 other directors.
Notice of directors’ meeting
5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.
Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
Conduct of directors’ meetings
5.4 The directors may regulate their meetings and proceedings as they think fit.
Quorum of directors
5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.
5.6 Meetings of Directors may be held in person, or electronically, or may be hybrid. Notifications to Directors may be by email or other electronic means and a resolution approved by all directors evidenced by email or other electronic message from each Director consenting shall be deemed a unanimous written resolution of the Directors
Part 6 — Board Positions
Election or appointment to Board positions
6.1 Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position:
6.2 Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.
Role of president
6.3 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.
Role of vice-president(s)
6.4 There may be one or more vice-presidents; the Vice President(s) is/are the vice-chair(s) of the Board and responsible for carrying out the duties of the president if the president is unable to act.
Role of secretary
6.5 The secretary is responsible for doing, or making the necessary arrangements for, the following:
(a) issuing notices of general meetings and directors’ meetings and agenda therefor;
(b) taking minutes of general meetings and directors’ meetings;
(c) keeping the records of the Society in accordance with the Act;
(d) conducting the correspondence of the Board;
(e) filing the annual report of the Society and making any other filings with the registrar under the Act.
Absence of secretary from meeting
6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.
Role of treasurer
6.7 The treasurer is responsible for doing, or making the necessary arrangements for, the following:
(a) receiving and banking monies collected from the members or other sources;
(b) keeping accounting records in respect of the Society’s financial transactions;
(c) preparing the Society’s financial statements;
(d) making the Society’s filings respecting taxes.
Part 7 — Remuneration of Directors and Signing Authority
Remuneration of directors
7.1 These Bylaws do not permit the Society to pay to a director remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity. Expenses properly incurred by a director may be reimbursed.
7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society
(a) by the president, together with one other director,
(b) if the president is unable to provide a signature, by a vice-president together with one other director,
(c) if the president and no vice-president is able to provide signatures, by any 2 other directors, or
(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.