Part 1 - Definitions and Interpretation
Part 2 - Membership
Part 3 - General Meetings of Members
Part 4 - Directors
Part 5 - Directors' Meetings
Part 6 - Board Positions
Part 7 - Remuneration of Directors and Signing Authority
Part 8 - Indemnity and Protection of Directors, Officers, and Employees
Part 9 - Bylaws
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.
1.2 The definitions in the Act apply to these Bylaws.
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.
1.4 The operations of the Society are to be chiefly carried on within the boundaries of the North Okanagan Regional District.
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.
2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws.
2.3 The amount of the annual membership dues, if any, must be determined by the Board.
2.4 A member is not in good standing if the member fails to pay the member’s annual membership dues, if any, and the member is not in good standing for so long as those dues remain unpaid.
2.5 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.
2.6 A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.
2.7 A member may be disciplined or expelled by special resolution of the board. The board will send the member a written note of the proposed discipline or expulsion, including reasons, and give the member a reasonable opportunity to make representations to the board respecting the proposed discipline or expulsion before the special resolution is put to a vote.
2.8 An individual of age 16 or 17 may be admitted as a member.
3.1 A general meeting must be held at the time and place the Board determines. Notice must be sent to every member at least 14 days before a meeting using either telephone, newspaper, or, e-mail, social media and the Society website.
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.
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.
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) the 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 vice-president are unable to preside as the chair.
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 present.
3.7 The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.
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 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.
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.
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.
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.
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.
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, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
3.14 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
3.15 Voting by proxy is not permitted.
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. Special Resolutions require a 2/3 vote.
3.17 Members may add specific issues to the agenda of a regular board meeting.
4.1 The Society must have no fewer than 3 and no more than 11 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.
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.
4.4 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.
4.5 A director shall be required to be a member of the Society as a qualification for their office.
4.6
a) Directors cannot be declared incapable, be undischarged bankrupt, or have committed certain crimes within the last 5 years.
b) Directors must self-certify that they meet qualifications as set by the board.
4.7 A director may be removed by special resolution of directors.
5.1 A directors’ meeting may be called by the president or by any 2 other directors.
5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.
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.
5.4 The directors may regulate their meetings and proceedings as they think fit.
5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.
5.6
a) Directors may pass director’s resolutions without a meeting if a majority or directors consent in writing or via e-mail.
b) Should a director be in conflict of interest in a contract or transaction with the society or a matter for consideration by the board, that director must promptly and fully disclose the conflict to the directors, then not take part in discussion, not influence the discussion, nor vote.
5.7 The Society may borrow funds only by special resolution of members at the Annual General Meeting.
5.8 Only one director of the Society may be aged 16 or 17.
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:
(a) president;
(b) vice-president;
(c) secretary;
(d) treasurer.
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.
6.3 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.
6.4 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.
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;
(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.
6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.
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.
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.
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 the vice-president together with one other director,
(c) if the president and vice-president are both unable 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.
8.1 The society may, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of an eligible proceeding to a maximum of $1000. Indemnification of a director may only occur after discussion and a 2/3 vote of the directors.
8.2 The society will not indemnify or pay the expenses of an eligible party or a representative of the eligible party in respect of an eligible proceeding, in either of the following circumstances:
(a) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the society or the subsidiary of the society, as the case may be
(b) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct, in respect of which the eligible proceeding was brought, was lawful.
8.3 The directors may cause the Society to purchase and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Society against any liability incurred by that person as such director, officer, employee, or agent.
9.1 On being admitted to membership, each member is entitled to a copy of the Constitution and By-laws of the Society.
9.2 Upon winding up or dissolution of the Society, the assets which remain after payment of all costs, charges, and expenses which are properly incurred in the winding up shall be distributed to such charitable organization or organizations in British Columbia having a similar charitable purpose. This provision was previously unalterable.