Bylaws

PART 1 – DEFINITIONS AND INTERPRETATION 

1.1 Definitions 

In these Bylaws: 

• "Act" means the Societies Act of British Columbia, as amended from time to time; 
• "Board" means the Board of Directors of the Society; 
• "Directors" means the individuals who have been designated or elected in accordance with these Bylaws to govern the Society; 
• "General Meeting" includes both an Annual General Meeting and a Special General Meeting; 
• "Members" means those persons who have become members in accordance with these Bylaws and whose membership has not been terminated; 
• "Ordinary Resolution" means a resolution passed by a simple majority (more than 50%) of the votes cast by voting members at a General Meeting; 
• "Special Resolution" means a resolution passed by at least two-thirds (2/3) majority of the votes cast by voting members at a General Meeting. 

1.2 Act Definitions Apply 

The definitions contained within the Act on the date these Bylaws become effective apply directly to these Bylaws. 

1.3 Conflict with Act 

If there is any conflict between these Bylaws and the Act, the Act shall prevail. 

PART 2 – MEMBERSHIP 

2.1 Application for Membership 

A person or organization may apply to the Board for membership. The application must be accompanied by any required fees. A person becomes a member upon acceptance of the application by the Board.  

2.2 Membership Dues 

The Board will determine the annual membership dues. The date by which annual dues must be paid will be set by the Board. 

2.3 Member in Good Standing 

All members are in good standing except for a member who has failed to pay their current annual membership dues or any other debt due to the Society. A member ceases to be in good standing if the debt remains unpaid 30 days after the due date. 

2.4 Voting Rights 

Only members in good standing are entitled to vote at a General Meeting. Each voting member is entitled to exactly one (1) vote. 

2.5 Termination of Membership 

A person ceases to be a member of the Society: 

1. By delivering a written resignation to the Society; 
2. On their death or, in the case of an organization, on dissolution; 
3. On being expelled; or 
4. On having not been in good standing for a consecutive period of 6 months. 

2.6 Expulsion of a Member 

Expulsion of a member - a member may be expelled by a majority vote of the board. The member must be given a reasonable opportunity to be heard by the board.  

PART 3 – MEETINGS OF MEMBERS 

3.1 Time and Place of General Meetings 

A General Meeting must be held at the time and place—including online or via electronic participation platforms—that the Board decides. The Society must hold an Annual General Meeting (AGM) at least once every calendar year. 

3.2 Calling of Special General Meetings 

The Board may call a Special General Meeting at any time. The Board must also call a Special General Meeting if requisitioned by at least 10% of the voting members of the Society, in accordance with the Act. 

3.3 Notice of General Meeting 

Written notice of the date, time, and location of a General Meeting must be sent to every member for at least 14 days, and not more than 60 days, before the meeting. Notice may be sent via electronic mail to the email address provided by the member. 

3.4 Quorum for General Meetings 

A quorum - if a meeting quorum is not present within one half hour from the time appointed for the meeting, those eligible voters and a majority of member including the president or a designated board member, shall constitute a quorum.   

PART 4 – VOTING BY MEMBERS 

4.1 Methods of Voting 

Voting at a General Meeting may be by a show of hands, an oral vote, an electronic voting mechanism, or by secret ballot if requested by at least two voting members present. 

4.2 Proxy Voting Prohibited 

Proxy voting is strictly prohibited. A voting member must be present in person or via approved electronic means at a General Meeting to cast a vote. 

PART 5 – BOARD OF DIRECTORS

5.1 Number and Qualifications of Directors 

The Society must have no fewer than three (3) and no more than seven (7) Directors. Preferably an odd number. To be eligible to be a Director, an individual must be at least 18 years of age and qualified under Sections 43 and 44 of the Act. 

5.2 Election of Directors 

Directors will be elected by the members at each Annual General Meeting. 

5.3 Term of Office 

Directors are elected for a term of two (2) years. Elections will be staggered so that approximately half of the Directors' terms expire each year. A Director may stand for re-election. 

5.4 Vacancies on the Board 

The Board may appoint a qualified member to fill a casual vacancy on the Board. A Director so appointed holds office only until the conclusion of the next Annual General Meeting, but is eligible for election at that time. 

5.5 Removal of a Director 

The members may remove a Director before the expiration of their term of office by a Special Resolution, and may elect a successor by Ordinary Resolution to complete the term. 

PART 6 – DIRECTORS' MEETINGS AND POWERS 

6.1 Powers of Directors 

The Board may exercise all the powers of the Society and do all such acts as the Society may do, subject to the Act, the Constitution, and these Bylaws. 

6.2 Quorum for Board Meetings 

The quorum necessary for the transaction of business of the Board is a simple majority of the Directors currently in office. 

6.3 Disclosure of Interest 

A Director who has a direct or indirect material interest in a contract or transaction under consideration by the Board must fully disclose the nature of the interest, leave the meeting during discussions, and completely abstain from voting on the matter. 

PART 7 – BOARD OFFICERS 

7.1 Election or Appointment of Officers 

At the first meeting of the Board following an Annual General Meeting, the Board will elect or appoint from among themselves the following Officers: 

1. President (or Chair) 
2. Vice-President 
3. Secretary 
4. Treasurer 

The offices of Secretary and Treasurer may be combined into one position known as Secretary-Treasurer. 

7.2 Duties of the President 

The President is the chief executive officer of the Society and will supervise the other Officers in the execution of their duties. The President will chair all General Meetings and Board meetings. 

7.3 Duties of the Secretary 

The Secretary is responsible for issuing notices of meetings, keeping accurate minutes of all General Meetings and Board meetings, and maintaining the register of members and all official documents of the Society. 

7.4 Duties of the Treasurer 

The Treasurer is responsible for keeping the financial records, depositing all funds into the Society's financial institution, and preparing financial statements for review by the Board and presentation to the members at the AGM. 

PART 8 – FINANCIAL MANAGEMENT AND SIGNING AUTHORITY 

8.1 Financial Year 

The financial year of the Society will be determined by the Board. 

8.2 Signing Authority 

Contracts, deeds, bills of exchange, and other legal documents requiring execution by the Society must be signed by any two (2) Directors authorized by the Board. 

PART 9 – BYLAW AMENDMENTS AND DISSOLUTION 

9.1 Amendment of Bylaws 

These Bylaws must not be altered or added to except by a Special Resolution of the members passed at a validly called General Meeting. 

9.2 Dissolution Clause 

Upon the winding up or dissolution of the Society, any assets remaining after the satisfaction of all debts and liabilities must not be paid to or distributed among the members. Instead, they must be given or transferred to another registered charity or recognized non-profit organization with similar purposes in British Columbia, as determined by the members at or before the time of dissolution.