Constitution and By‑laws
CONSTITUTION
- The name of the Society is “Bicycle Sportive Travel Club”
- The objects of the Society are:
(a) to provide a platform and forum, and a network of members, in order for each of its members, on their own initiative, to develop, organize, and lead cycling trips and cycling-related activities for themselves and other members;
(b) to promote cycling in the broader community;
(c) to develop processes, manuals, templates and other materials to further the purposes of the society;(d) to acquire, establish, operate; develop or use any technology, means or system to carry out any purpose, activity, program or publication of the Society;
(e) to acquire, hold, mortgage, dispose of, and otherwise deal with real and personal property for the purposes of the Society; and
(f) to report any judicial or administrative decision to the legal profession and inform them of the status of any proceedings before any judicial or administrative authority. - This Society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this Society may distribute its money and other property to its members.
DATED June 3, 2019
By‑laws relating generally to the conduct of the affairs of Bicycle Sportive Travel Club.
PART 1 – INTERPRETATION & PURPOSE
1.1 Definitions
In these by-laws and all other by-laws of the Society, unless the context otherwise requires:
(i) “Act” means the British Columbia Societies Act and any regulations made under the Societies Act, as amended from time to time;
(ii) “constitution” means the constitution of the Society;
(iii) “directors” or “board” or “board of directors” means the directors of the Society for the time being;
(iv) “group ride” means a cycling ride or cycling trip organized by one or more members through the processes developed and implemented by the Society from time to time;
(v) “member” or “members” means any person or entity who is a member of the Society;
(vi) “ride leader” shall mean a member who has developed and organized a group ride for members of the Society;
(vii) “section” or “sections” means any section or sections of the Society by-laws from time to time in force and effect; and
(viii) “Society” means Bicycle Sportive Travel Club or any other name which it may from time to time change to and adopt pursuant to (if the Society is is incorporated) the Act.
1.2 Societies Act Definitions.
Except as set forth in section 1.1 above, all words which are used in these sections that are defined in the Act shall have the meanings given to them in the Act unless the context of these sections requires otherwise.
1.3 Other Definitions
Any words defined elsewhere in these sections shall have the meanings ascribed to them.
1.4 Conflict and Applicability of the Act
If there is a conflict between these sections and the Act, the Act prevails. Notwithstanding the foregoing, the Society may not initially be incorporated, and may never be incorporated, and the Act shall only apply if and when, and from the time that, such incorporation occurs. Until such time (if any) the Society shall remain unincorporated and shall not be a separate legal entity but shall be a society made up of the Members from time to time. Unless and until incorporation of the Society occurs, any provisions of these bylaws or the other constating documents of the Society that relate to the provisions of the Act or the obligations of an incorporated Society under the Act shall not apply, notwithstanding that the Society through its members may choose to follow such provisions and comply with such obligations on a voluntary basis for the good ordering of the affairs of the Society.
1.5 Purpose
The purpose of the Society shall be to provide to its members, from time to time, an opportunity to organize or join group bicycle rides in British Columbia or abroad on a non-profit basis.
PART 2 – MEMBERSHIP AND GOOD STANDING
2.1 Entitlement
The members of the Society shall be those persons who may from time to time be admitted to membership in accordance with these sections.
2.2 Membership Classes
The Society shall have one class of membership.
2.3 Good Standing
A member in good standing shall be a member who has paid all dues and assessments owing by such member within three months of the day on which the dues or assessments became due and who has not resigned or been expelled, terminated or suspended from membership in the Society.
PART 3 – ADMISSION TO MEMBERSHIP AND PARTICIPATION IN RIDES
3.1 Membership
A person may apply to the board for membership in the Society and the board may accept or decline that person as a member of the Society in the board’s sole discretion. After acceptance by the board, and upon payment of the applicable membership dues, the person applying for membership shall become a member of the Society. All Members shall be naturalized persons of 18 years of age or older, shall be of good character, and shall have an interest in adventurous bicycle riding and the ability and experience to participate successfully in group rides.
3.2 Non-Transferable
The membership of a member in the Society and all rights arising from the membership are non-transferable.
3.3 Cessation of Membership
A member shall cease to be a member of the Society:
(i) Resignation – by delivering a written resignation signed by the member to the Secretary or to the mailing address (registered address, if the Society is incorporated at such time) of the Society. Upon the resignation of a member, all unpaid dues and assessments, calculated on a pro-rata basis, owing by that member prior to his or her resignation shall immediately become due and payable and the member shall remain liable for payment to the Society of any such dues or assessments;
(ii) Death – upon his or her death;
(iii) Expulsion – upon being expelled in accordance with these Bylaws; or
(iv) Not in Good Standing – subject to section 3.5, if the member has not been in good standing for three consecutive months.
3.4 Expulsion
The board may, in accordance with section 3.7, expel any member of the Society where the member has failed to observe, in a material and serious degree, the rules of the Society or where the member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Society. Without limiting the generality of the forgoing, the Society supports the concepts of tolerance, fairness, and acceptance of all members regardless of gender, ethnicity, religion, age, disability, color, creed, national origin, sexual preference or any other personal characteristics. The Society requires all members to treat others with respect, and to behave in a safe manner while on group rides. The Society does not accept and will not tolerate harassment of any kind by any member toward the Society or other members. A member may be expelled and their membership terminated with immediate effect at the discretion of the board, at any time for intolerant, unacceptable or unsafe behavior in violation of this section 3.4.
3.5 Termination/Suspension
The membership of any member in the Society may be terminated or suspended, at the discretion of the directors, in accordance with section 3.7, if:
(i) Unpaid Dues – the member has not paid his or her annual dues within three months from the date due, such termination or suspension to continue until such time as the dues are paid in full;
(ii) Unpaid Assessments – the member has failed to pay any assessment imposed pursuant to these sections within three months of the assessment becoming due, such termination or suspension to continue until the unpaid assessment is paid in full; or
(iii) Unpaid group ride costs – the member has failed to reimburse the ride leader for such member’s share of the shared or common costs of a group ride within 15 calendar days of having received an accounting of such shared or common costs from the ride leader (and for greater certainty, such member disagreeing with such accounting shall not constitute a valid reason or excuse for failing to reimburse the ride leader; and such member shall (if such disagreement cannot be directly resolved between the ride leader and such member) pay such costs in accordance with the accounting provided by the ride leader and submit the dispute or disagreement to the board, whose decision with respect to the correct accounting for that group ride and the member’s pro rata share shall be final);
(iv) Use of Membership for Personal Gain – the member has used his or her affiliation with the Society for personal financial gain, or for the gain of any person or entity other than the Society.
3.6 Return of Dues/Assessments and Restoration
Any member who has been terminated or suspended pursuant to section 3.5, shall not be entitled to the restoration of the member’s membership until all arrears of dues and assessments are paid by the member to the Society and any requirements for restoration to membership, as may be established by the board from time to time, are met by the member.
3.7 Procedure for Expulsion, Termination or Suspension
If grounds appear to exist for the expulsion, termination or suspension of a member under sections 3.4 or 3.5 (the “Disciplinary Action”), the following procedure shall be followed:
(i) Notice – Written (which call include email) notice shall be given to the member in accordance with section 15.1 of the proposed Disciplinary Action and the reasons therefor at least 30 days prior to the effective date of the Disciplinary Action as set out in the notice.
(ii) Hearing – During the period from the date the notice was deemed to be given to 10 days before the effective date of the Disciplinary Action, the member shall be given a reasonable opportunity to present to the board, in writing, his or her reasons why the Disciplinary Action should not proceed.
(iii) Meeting – The board shall decide whether or not to proceed with the Disciplinary Action by a majority of the votes cast at a meeting of the directors to be held not less than five days before the effective date of the Disciplinary Action. In the event the board approves proceeding with the Disciplinary Action, such approval shall be final.
3.8 Group Rides; Payments by Members; Expulsion from a Ride
(i) All group rides shall be subject to review by the board and to rejection, termination or cancellation at the discretion of the board.
(ii) Any member in good standing may be a ride leader, but only after having participated in a previous group ride organized by another ride leader. Ride leaders shall receive no compensation for developing, organizing or hosting a group ride; provided that their personal share of the total incurred costs associated with the group ride shall be absorbed on a pro rata basis by the other members participating in or who have planned to participate in such group ride; provided further that the other members on a group ride shall be advised of their total share of the estimated costs of the group ride (including their pro rata share of the ride leader’s personal share of the total costs of the group ride) in advance of the group ride commencing and (to provide the ride leader with a reasonable buffer for costs exceeding the estimate) shall not be responsible for any costs in excess of 120% of the estimated costs, except where such costs have been incurred by the ride leader for reasons reasonably outside of the ride leader’s control, or are incurred during the group ride in consultation with (and with the consent of) all of the members participating in the group ride.
(iii) Members participating in a group ride shall make such advance payments to the ride leader for anticipated costs as the ride leader may reasonably require, including without limitation for accommodations, reservation fees, or other group ride expenses required to be paid to third parties in advance. The ride leader shall not require advance payment from participating members in excess of costs actually incurred and already paid by the ride leader, unless such advance payment is for specific costs that the ride leader will be paying imminently. Any member failing to make such advance payment shall not be entitled to participate in the group ride. Following the group ride each participating member shall make all additional payments owed by them to the ride leader, within 10 days following receipt of a detailed accounting from the ride leader of the group ride shared expenses.
(iv) If a member is signed up to participate in a group ride but is unable to participate due to illness or injury or bereavement, such member shall still be responsible for their pro rata share of the prepaid or already incurred costs for the group ride, provided that the ride leader shall make reasonable attempts to reduce the amount to be paid by such member by, for example, cancelling accommodation reservations that are able to be cancelled. Such member may avoid all responsibility for payment of their pro rata share of group costs by finding another member to take their place, provided that such replacement member is acceptable to the ride leader and follows the process and makes the payments required to participate in the group ride.
(v) If a member leaves a group ride early, or arrives late, the member will still be responsible for their pro rata share of the common costs of the group ride. The ride leader shall have no obligation to account for the group costs and each person’s pro rata share of those common costs other than on an equal shares basis for the entire group ride, regardless of whether each member participated in the entire ride. The ride leader will have discretion to deviate from this accounting methodology only with the prior approval of all members participating in the group ride.
(vi) A ride leader shall have the exclusive right to refuse to include a member on a group ride and shall also have the exclusive right to remove members from any group ride during the group ride, if such member has failed to follow the rules of the society including, without limitation, acting in an abusive, harassing, disruptive, dangerous or disrespectful manner towards the ride leader, other members or unrelated third parties.. The ride leader is required to provide reasons prior to removing a member from a group ride. The ride leader shall deliver a notice of removal from the group ride to the member in writing (which shall include email), who shall thereupon immediately leave the group ride and not participate further in any other activities of the group ride.
(vii) A member who is removed from a group ride by a ride leader shall be responsible for whatever alternate accommodations, transportation and expenses may be necessary as a result of such removal, and neither the ride leader nor the Society or its officers, board, or employees shall be responsible for any of such expenses or other damages which may be incurred or suffered by the member removed from the group ride.
(viii) The ride leader and the Society shall not be required to refund to a member removed from a group ride any deposits or other payments which the removed member has previously made in order to participate in the group ride. Such member will remain liable for their pro rata share of the entire costs of the group ride notwithstanding that they have been removed from the ride. Such member shall be pay all expenses incurred by the ride leader as a result of his/her leaving the group ride. A member who is removed from a group ride may petition the board in writing for such discretionary payments as the board may determine (without any hearing) to award to the member, and such payments, if any, shall be made only in the event the board determines that the ride leader acted unreasonably. The board may require the ride leader to contribute all or any portion of such payment if the board determines that the ride leader acted unreasonably, provided that the ride leader is first advised of the removed member’s position and is permitted to submit a written statement of the ride leader’s position to the board.
(ix) A member may be suspended from leading group rides for the Society by vote of a majority of the members of the board. The board shall notify the member of the suspension of their ride leader privileges in writing and shall provide the duration for the suspension. If the member wishes to appeal the suspension of ride leader privileges, the member shall be permitted to submit a written statement and any other written documents which he/she would like the board to consider. After hearing such appeal, the board shall vote upon the proposed suspension of ride leader privileges, and shall notify the member of its decision, which shall be final, subject to the rights, if any, of the member under applicable laws.
PART 4 – ALLOWANCES TO MEMBERS
4.1 Honoraria, Travel and Maintenance
The board may determine, in its discretion, what honoraria, travel and maintenance allowances the Society may pay to any of its members, including without limitation, any member who is a director, officer or senior manager of the Society or who serves on a committee.
PART 5 – DUES AND ASSESSMENTS
5.1 Dues
. The annual dues payable by the members shall be those fixed from time to time by the board.
5.2 Assessment
. In addition to the dues described in section 5.1, the board may from time to time impose an assessment on members for any extraordinary expenditures which the board considers appropriate. To be effective, an assessment must first be approved by an ordinary resolution passed at a general meeting of the members by a simple majority of the votes of the members cast in respect of a resolution to approve such extraordinary expenditures.
5.3 Notification
Notice may, in the discretion of the directors, be sent to any or all members, in writing (which includes by email), of the dues and assessments at any time payable by the member and to what the dues and assessments relate.
5.4 Payment
Each member shall pay to the Society:
(i) the dues fixed in accordance with section 5.1 within 30 days of the day of receipt by the member of the notice referred to in section 5.3; and
(ii) the assessments approved in accordance with section 5.2 within the time specified in the notice referred to in section 5.3,
and such dues and assessments shall constitute debts due from the members to the Society payable as of the due date thereof.
5.5 Waiver of Dues/Assessments
The directors may, by resolution, waive the requirement for the payment of any dues or assessments or a portion thereof due to the Society by any member.
PART 6 – GENERAL MEETINGS OF MEMBERS
6.1 General Meeting
A general meeting of the members must be held at the time and place the board determines.
6.2 Notice of Meeting
Written notice of a general meeting (which shall include by email) shall be given in accordance with section 15.1 at least 14 clear days before the date of the meeting:
(i) to every member listed on the register of members on the day notice is given; and
(ii) in the case of annual general meetings, to the auditors, if there are auditors holding office at the time notice is given;
and no other person shall be entitled to notice of a general meeting.
6.3 Omission of Notice
The accidental omission to send notice of a general meeting to a member, or the non‑receipt of any notice by a member, does not invalidate any proceedings at the meeting.
6.4 Entitlement to Attend General Meetings of Members
Only members, directors and the auditors (if any) may attend general meetings, provided, however, that the board may invite non-members to attend general meetings.
PART 7 – PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS
7.1 Chair of the Meeting
The President shall be chair at any general meeting. If the President is absent or unable to act as chair at a general meeting, then the Vice-President shall be chair of the general meeting. If the Vice-President is absent or is unable to act as chair at a general meeting, then the members who are present and entitled to vote shall choose a director who is present and able to act as chair of the meeting and if no director is present and able to act or if all the directors present decline to take the chair then the members who are present and entitled to vote shall choose one of their number to act as chair of the meeting.
7.2 Adjournment
The chair of any general meeting may, with the consent of a majority of the members present at the general meeting and entitled to vote, adjourn the meeting to a fixed time and place and no notice of such adjournment need be given to the members. No business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
7.3 Quorum
A quorum at any general meeting shall be 2 members of record in good standing and entitled to vote or 5% of the voting members in good standing and entitled to vote, whichever is greater. No business other than the election of a chair and the adjournment or termination of the meeting shall be transacted at any general meeting unless the requisite quorum is present at the time of the transaction of such business. 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, shall be terminated; but in any other case, it shall 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.
7.4 Rules of Order
The directors may, from time to time, adopt such rules of order to govern the general meetings as the directors may determine. Any such rules of order shall be available for inspection during normal business hours on request to a director, and if the Society is incorporated, at the registered office of the Society.
7.5 Participation by Telephone or Other Communications Medium
Meetings of members may be held by conference telephone or any other communications medium whereby all the members participating in the meeting can hear each other and make themselves heard. A member participating in a meeting in accordance with this section 7.5 shall be deemed to be present at the meeting and to have so consented and shall be counted in the quorum for the meeting and shall be entitled to speak and vote at the meeting.
PART 8 – VOTING AT GENERAL MEETINGS OF MEMBERS
8.1 Voting
Unless provided otherwise in the Act (if the Society is incorporated) or these sections:
(i) every resolution submitted at a general meeting shall be decided in the first instance by a show of hands;
(ii) no resolution submitted at a general meeting need be seconded and the chair of a meeting may move or propose a resolution; and
(iii) in the case of an equality of votes, the chair of the meeting shall not have a casting or second vote in addition to the vote to which the chair may be entitled as a member and the proposed resolution shall not pass.
8.2 Secret Ballot
A secret ballot may be demanded by any member who is entitled to vote at the general meeting either before or on the declaration of the result of any vote by show of hands. If at any general meeting a secret ballot is demanded on the election of a chair or on the question of an adjournment, the secret ballot shall be taken forthwith without adjournment. If at any general meeting a secret ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or at an adjournment of that meeting as the chair of the meeting directs. The result of a secret ballot shall be deemed to be the resolution of the meeting at which the secret ballot was demanded. A demand for a secret ballot may be withdrawn.
8.3 Entitlement to Vote
No member shall be entitled to vote at any general meeting unless the member is in good standing pursuant to the provisions of section 2.3. Any member who is in good standing is entitled to one vote on any show of hands or secret ballot at a general meeting.
8.4 Simple Majority
At all general meetings every resolution put to the vote at a general meeting shall, unless otherwise required by these sections or (if the Society is incorporated) under the Act, be decided by a simple majority of the votes duly cast on the resolution.
8.5 Evidence that Resolution Carried
At any general meeting, unless a secret ballot is demanded in accordance with section 8.2, a declaration by the chair of the meeting following a show of hands that a resolution has been carried unanimously, carried by a particular majority or not carried by a particular majority shall be conclusive evidence of the fact.
8.6 Voting by Proxy
All members shall be entitled to appoint a proxyholder to attend and vote at any general or other meeting of the members or any adjournment of that meeting. A proxy shall be in writing, shall be deposited at the registered address of the Society prior to the meeting or deposited with the Secretary (or his or her nominee) at the meeting at which the person named in the proxy proposes to vote and shall be in the following form, or any other form that is approved by the directors:
Bicycle Sportive Travel Club
The undersigned hereby appoints _______________________________ of ________________________ or failing him or her ________________________ of ________________________ as proxyholder for the undersigned to attend at and vote for and on behalf of the undersigned at the meeting of the Society being held on the ____ day of _______________, ______ and at any adjournment of that meeting.
Name of Member: ______________
Signature: _______________
Any individual person 19 years of age or older may act as proxyholder of a member whether or not that person is entitled on his or her own behalf to be present and to vote at the meeting at which that person acts as proxyholder.
PART 9 – BOARD OF DIRECTORS
9.1 Number of Directors on the Board
The affairs of the Society shall be managed by a board consisting of such number of directors as may be determined from time to time by the members of the Society entitled to vote at a general meeting, provided that the number of directors of the Society shall not be less than 3 or more than 5.
9.2 Qualifications for Director
A person is qualified to become a director of the Society if that person:
(i) is not an undischarged bankrupt;
(ii) has never been convicted of an indictable offence involving fraud or in connection with the promotion, formation or management of a society or corporation or such other offence as the directors in their sole discretion may determine from time to time;
(iii) is not mentally incompetent. For the purposes of this section 9.2(iii) a person shall be deemed to be mentally incompetent if two medical practitioners set forth their opinion in writing that the person in question is incapable of managing his or her affairs; and
(iv) is a member of the Society in good standing.
9.3 Powers and Duties of Board
The board shall be responsible for conducting all business of the Society and may exercise all such powers and do all such acts and things as may be exercised or done by the Society that are not by the constitution, these sections or (if the Society is incorporated) the Act expressly directed or required to be done in some other manner, and may from time to time by majority vote pass resolutions relating in any way to the Society or to the conduct of its affairs. No act or proceeding of the board is invalid by reason only of there being vacancies among the directors or less than the prescribed number of directors in office.
9.4 Election/Appointment of Directors
At each annual general meeting all the directors retire and the members must elect or appoint a Board consisting of the number of directors fixed pursuant to Section 9.1. Any retiring director is eligible for re-election or re-appointment.
9.5 Vacancy
The directors may at any time and from time to time appoint a qualified member to act as a director to fill a vacancy on the board. A director so appointed holds office only until the conclusion of the next annual general meeting of the members but is eligible for re‑election at the annual general meeting.
9.6 Power of Board if a Vacancy
Where there is a vacancy or vacancies on the board, the remaining directors may exercise all the powers of the board as long as a quorum of the board remains in office.
9.7 Additional Directors
The directors, between annual general meetings of the members, may appoint one or more additional directors of the Society, but the number of additional directors must not at any time exceed one-third of the number of directors elected or appointed at the last annual general meeting of the members of the Society.
9.8 Termination of Office
The office of a director shall automatically be terminated if any of the following events occur:
(i) the director’s term of office expires in accordance with section 9.4;
(ii) the director is removed from office in accordance with section 9.9;
(iii) the director becomes bankrupt, suspends payment of his or her debts generally or compounds with his or her creditors;
(iv) the director is mentally incompetent. For the purposes of this section 9.8(iv) a person shall be deemed to be mentally incompetent if two medical practitioners set forth their opinion in writing that the person in question is incapable of managing his or her affairs;
(v) the director is convicted of an indictable offence involving fraud or in connection with the promotion, formation or management of a society or corporation or such other offence as the directors in their sole discretion may determine from time to time;
(vi) the director resigns from his or her office by notice in writing to the Society. Any such resignation shall be effective at the time it is received by the Society or at the time specified in the notice, whichever is later.
9.9 Removal of Directors
The members may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given in accordance with these sections, remove any director before the expiration of his or her term of office and may, by the majority of votes cast by the members present and entitled to vote at that general meeting, elect any person to serve in the place of the removed director until the next annual general meeting of the members.
9.10 Remuneration
Except as provided in section 4.1, no director shall be paid for serving as a director but may be reimbursed for reasonable expenses incurred by him or her in the performance of his or her duties as a director of the Society. For certainty, a director is not entitled to any reimbursement for expenses incurred but not approved by the Board in advance, but may still be reimbursed in the sole discretion of a majority of the board if there is any disagreement as to whether such expenses should be reimbursed.
PART 10 – MEETINGS OF THE BOARD
10.1 Place of Meeting
The board may meet together at the times and places for the dispatch of business and adjourn and otherwise regulate their meetings and proceedings as they see fit.
10.2 Holding of Meetings
Any director may at any time, and the Secretary shall, at the request of any director, convene a meeting of the board.
10.3 Chair of the Meeting
The President shall be chair at any meeting of the directors. If the President is unable to act as chair or if the President is not present within thirty minutes after the time appointed for holding the meeting of directors, then a Vice-President shall be chair of the meeting of directors. If the Vice-President is absent or is unable to act as chair at a meeting of the directors, then the directors who are present shall choose one of their number to act as chair of the meeting. The chair of a meeting may submit a question for consideration to the directors.
10.4 Notice of Meetings
Notice of each meeting of the board shall specify the time and place of the meeting. The notice may be sent by prepaid mail or may be delivered to each director either personally, or by facsimile, e-mail or other electronic means, or by leaving it at the usual business or residential address of the director as shown on the register of directors, and if no address is shown in the records of the Society, then to the last known address of such director. Notices shall be given at least seven clear days before the time appointed for holding the meeting or such lesser time as may be reasonable under the circumstances; provided always that a director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Notwithstanding the above, it shall not be necessary to give to any director notice of a meeting of directors immediately following an annual general meeting at which that director has been elected or notice of a meeting of directors at which that director was appointed. Accidental omission to give notice of a meeting of directors to or the non‑receipt of notice by any director shall not invalidate the proceedings of that meeting.
10.5 Participation by Telephone or Other Communications Medium
The board may hold meetings by means of conference telephone or any other communication facility whereby all directors participating in the meeting can hear each other and make themselves heard, provided that all the directors consent to the holding of a meeting in such manner. Such consent may be made generally or in respect of a particular meeting. A director participating in a meeting in accordance with this section 10.5 shall be deemed to be present at the meeting and to have so consented and shall be counted in the quorum for the meeting and shall be entitled to speak and vote at the meeting.
10.6 Quorum
The quorum necessary for the transaction of business of the board may be fixed by the directors and unless so fixed shall be a majority of the directors then in office. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the board.
10.7 Voting
No question submitted at a meeting of the directors need be seconded. Each director shall have one vote. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chair of the meeting shall not have a casting or second vote in addition to the vote to which the chair is otherwise entitled and the proposed resolution shall not pass.
10.8 Written Resolutions
A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of directors duly convened and held. Such resolution may be in one or more counterparts, all of which together shall be deemed to constitute one instrument.
10.9 Acts Valid
All acts done at any meeting of directors, any meeting of any committee of the board, by any persons acting as directors or by any member of a committee constituted by the directors shall, notwithstanding that it may afterwards be discovered that there was some defect in the election or appointment of any such directors or persons acting as such, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to act as a director.
10.10 Regulations
The directors may by resolution make such rules and regulations for the conduct of their affairs and of the affairs of the Society as they deem necessary or desirable, provided that such rules and regulations are not inconsistent with these sections or (if the Society is incorporated) the Act.
PART 11 – OFFICERS, SENIOR MANAGERS AND COMMITTEES
11.1 Officers
The officers of the Society shall consist of a President, a Vice-President, a Secretary, a Treasurer and any other officers as the directors may from time to time determine. One person may hold more than one office. With the exception of the President and the Secretary, an officer need not be a director of the Society.
11.2 Election/Appointment of Officers
From time to time, the board shall appoint or elect the officers of the Society, who shall have a term of one year. Officers shall retire from office at the expiration of their term of office when their successors have been elected or appointed at the first meeting of the directors held following the annual general meeting of the members of the Society. If no successor is elected or appointed, then the person previously elected or appointed as an officer of the Society shall continue to hold office, unless the person resigns or is otherwise removed from office.
11.3 Termination of Office
An officer shall automatically be terminated if any of the following events occur:
(i) the officer’s term of office expires in accordance with section 11.2;
(ii) the officer is removed from office in accordance with section 11.4;
(iii) the officer resigns from his or her office by notice in writing to the Society. Any such resignation shall be effective at the time it is received by the Society or at the time specified in the notice, whichever is later.
11.4 Removal of Officer
In the absence of a written agreement to the contrary, the board may, by resolution, remove any officer before the expiration of his or her term of office.
11.5 Vacancy
The directors may at any time and from time to time appoint a qualified person to act as an officer to fill a vacancy. An officer so appointed holds office only until the first meeting of the directors held following the next annual general meeting of the members of the Society but is eligible for re‑election by the directors.
11.6 President
The President shall be the chief executive officer of the Society and shall supervise the other officers in the execution of their duties. The President shall be chair of all general meetings and of all meetings of the board. During the absence or disability of the President, the President’s duties shall be exercised by the Vice-President designated by the President or as may otherwise be directed by the board.
11.7 Vice-President(s)
The Vice-President or Vice-Presidents shall assist the President at all times in any or all of his or her duties of office. In the absence of the President, the Vice-President shall be chair of all general meetings and of all meetings of the board. If there is more than one Vice-President, the Vice-President designated by the President shall be chair of the meeting. During the absence or disability of the President, the Vice-President designated by the President shall exercise the duties of the President unless otherwise directed by the board. The Vice-President shall, subject to the authority of the board and the President, have the responsibility for the general management and direction of the Society’s affairs.
11.8 Secretary
The Secretary shall:
(i) make or cause to be made all required filings (if the Society is incorporated) for the Society with the registrar;
(ii) issue or cause to be issued all notices required to be given to members and directors;
(iii) attend all meetings of the directors and the members and prepare and enter (or cause to be prepared and entered) in books kept for that purpose, accurate minutes of all proceedings of the meetings of directors and members (such books to be kept at the registered office (if the Society is incorporated) of the Society);
(iv) keep or cause to be kept the corporate seal (if the Society is incorporated) and the records and other instruments of the Society;
(v) maintain or cause to be maintained the register of members and register of directors; and
(vi) perform any other duties prescribed from time to time by the board.
11.9 Treasurer
The Treasurer shall:
(i) keep (or cause to be kept) full and accurate books of account which record all receipts, disbursements, assets and liabilities of the Society and, under the direction of the board, control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Society;
(ii) provide to the board, members and others when required an accounting of all transactions of the Society and the financial position of the Society and report on the financial position of the Society to the members at the general meeting of the members; and
(iii) perform any other duties prescribed from time to time by the board.
11.10 Senior Managers
The board may appoint one or more senior managers of the Society to exercise the directors’ authority to manage the activities or internal affairs of the Society as a whole or in respect of a principal unit of the Society. The board may at any time by resolution remove any senior manager.
11.11 Employment of Executive Director
The board may employ an executive director of the Society (the “Executive Director”) who shall be the chief operating official of the Society. The Executive Director shall not be a director of the Society. If employed, the Executive Director shall:
(i) be directly responsible to the board and between meetings of the board to the Executive Committee as a whole through the office of the President and, in his or her absence, through the office of the Vice-President;
(ii) assist the board in the discharge of its duties;
(iii) be responsible for, and have general authority with respect to management and administration of the office of the Society and of all continuing operations of the Society; and
(iv) perform such other duties and exercise such other authority as shall be established in the administrative regulations of the Society or otherwise determined from time to time by the board.
11.12 Duties of Other Officers
The duties of all other officers of the Society shall be set out in the terms of their engagement or as the board requires. Any of the powers and duties of a senior manager to whom an assistant has been appointed may be exercised and performed by that assistant, unless the board otherwise directs.
11.13 Variation of Duties
From time to time the board may vary, add to or limit the powers and duties of any officer or senior manager.
11.14 Committees of Directors
The board may appoint committees of directors from among their number and may delegate to such committees any but not all of the powers of the board. Any committee so appointed may, subject to a resolution of the board and these sections, meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.
11.15 Executive Committee
There maybe an executive committee (the “Executive Committee”) comprised of the President, Vice-President, Secretary and Treasurer and/or such other members of the board as the directors may from time to time determine, who shall exercise the powers of the board and do all acts and things necessary to provide for and ensure the organized and efficient operation of the Society between meetings of the board. The Executive Committee shall present to the board for approval all matters of policy and all proposed financial commitments falling outside the day to day operations of the Society. The quorum at all meetings of the Executive Committee shall be a majority.
11.16 Powers of Committees
Every committee constituted by the board shall have the authorities, powers and discretion which may be delegated to it by the board and shall act in accordance with any requirements, including reporting, which the board may impose upon the committee.
11.17 Meetings of Committees
A committee shall elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within thirty minutes after the time appointed for holding the meeting, the directors present who are members of the committee shall choose one of their number to chair the meeting. The members of a committee may meet and adjourn as they think fit.
11.18 Notice of Committee Meetings
Notice of each meeting of any committees of the board shall specify the time and place of the meeting. The notice may be sent by prepaid mail or may be delivered, as the Secretary deems appropriate, to each committee member either personally, or by facsimile, e-mail or other electronic means, or by leaving it at the usual business or residential address of the committee member as shown in the records of the Society, and if no address is shown in the records of the Society, then to the last known address of such committee member. Notices shall be given at least seven clear days before the time appointed for holding the meeting or such lesser time as may be reasonable under the circumstances; provided always that a committee member may in any manner and at any time waive notice of a meeting of a committee, and attendance of a committee member at a meeting of a committee shall constitute a waiver of notice of the meeting except where a committee member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Accidental omission to give notice of a meeting of a committee to or the non‑receipt of notice by any committee member shall not invalidate the proceedings of that meeting.
11.19 Committee Meetings by Telephone or Other Communications Medium
The members of a committee may hold meetings by means of conference telephone or any other communication facility whereby all committee members participating in the meeting can hear each other and make themselves heard, provided that all the committee members consent to the holding of a meeting in such manner. Such consent may be made generally or in respect of a particular meeting. A committee member participating in a meeting in accordance with this section 11.19 shall be deemed to be present at the meeting and to have so consented and shall be counted in the quorum for the meeting and shall be entitled to speak and vote at the meeting.
PART 12 – REGISTERS
12.1 Register of Members
The Secretary shall keep, or cause to be kept, a register on which the names of all the members are listed, together with the following particulars:
(i) the full name and resident address of each member;
(ii) the date on which the member is admitted as a member and the class of membership, if provision is made for classes;
(iii) the date on which any person ceases to be a member;
(iv) the dates on which any member is suspended or reinstated to full membership following a suspension; and
(v) if the Society is incorporated, any other information required by the Act.
12.2 Register of Directors
The Secretary shall keep, or cause to be kept, a register in which the names of the directors are listed, together with the following particulars:
(i) the full name and resident address of each director;
(ii) the date upon which each director was last elected or appointed as a director;
(iii) the date on which that person ceases to be a director; and
(iv) any other information required from time to time by the directors or (if the Society is incorporated) the Act.
PART 13 – BORROWING POWERS AND USE OF SEAL
13.1 Borrowing Powers
(Subject to the Act if the Society is incorporated), the directors may, by resolution, cause the Society to borrow such sums of money on such terms and on such security as the directors may determine and as specified in the resolution of the directors.
13.2 Charge on Property
To raise or secure the payment of any sum of money borrowed by the Society in accordance with section 13.1, the board may mortgage, pledge, hypothecate and charge all or any part of the property of the Society.
13.3 Common Seal
The board may adopt a common seal which shall be the seal of the Society and, when required, may destroy the seal and substitute a new seal in its place.
13.4 Custody
The seal of the Society, if any, shall be kept in the custody of the Secretary or at the registered (if the Society is incorporated) office of the Society.
13.5 Use of Seal
The seal of the Society must not be affixed to any instrument except as authorized by a resolution of the board and then only in the presence of the persons prescribed in the resolution. If no persons are prescribed in a resolution of the board, then the seal of the Society must be affixed in the presence of any two directors or senior managers of the Society.
PART 14 – INDEMNIFICATION AND LIABILITY OF DIRECTORS AND SENIOR MANAGERS
14.1 Definitions
In this Part 14:
(a) “eligible party” means, in relation to the Society, an individual who is or was a director, officer or senior manager of the Society or who holds or held an equivalent position in a subsidiary of the Society;
(b) “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or a representative of the eligible party, by reason of the eligible party being or having been a director or senior manager of the Society, or holding or having held an equivalent position in a subsidiary of the Society,
(i) is or may be joined as a party, or
(ii) is or may be liable for or in respect of a penalty in, or expenses related to, the legal proceeding or investigative action;
(c) “expenses” includes costs, charges and expenses, including legal and other fees, but does not include penalties;
(d) “penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; and
(e) “representative” in relation to an eligible party, means an heir or personal or other legal representative of the eligible party.
14.2 Indemnification
To the extent the Society is not so prohibited by the Act (if the Society is incorporated), the Society must indemnify each eligible party or a representative of the eligible party against all penalties to which the eligible party or the representative is or may be liable in respect of an eligible proceeding and the Society must 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 the eligible proceeding.
14.3 Insurance
(Subject to the Act if the Society is incorporated), the Society may purchase and maintain insurance for the benefit of an eligible party or a representative of the eligible party against any liability that may be incurred by reason of the eligible party being or having been a director, officer or senior manager of the Society or holding or having held an equivalent position in a subsidiary of the Society.
PART 15 – NOTICES
15.1 Notice
Any notice required to be given to a member or other person pursuant to the Act (if the Society is incorporated) or these sections must, as the Secretary deems appropriate, be sent by prepaid mail or delivered either personally, or by facsimile, e-mail or other electronic means or by leaving it at the usual business or, if a member, at the usual business or residential address of the member as shown on the register of members, and if no address is shown in the records of the Society, then to the last known address of such member. Any notice shall be deemed to have been given when the notice has been deposited in the mail or when delivered, provided that the cost of such notice is prepaid by the Society and that in the case of a notice required to be given for a general meeting, the notice is deposited in the mail or delivered at least seven days before the meeting is scheduled to take place. A notice of a general meeting shall state the day, time and place of the meeting and the general nature of the business to be transacted at the meeting and, where any special business shall be transacted at the meeting, the notice shall state a sufficient amount of information regarding the special business to allow the members to make a reasoned decision regarding the special business.
PART 16 – AUDITORS
16.1 Auditors
At each annual general meeting, the members may (but are not required to unless otherwise required by the Act if the Society is incorporated) appoint auditors to audit the accounts of the Society and the auditors so appointed shall hold office until the close of the annual general meeting following the appointment. (Subject to the Act if the Society is incorporated), the board may fill any casual vacancy in the office of the auditors.
16.2 Remuneration of Auditors
(Subject to the Act if the Society is incorporated), the members at an annual general meeting (or the directors if authorized to do so by the members), shall fix the remuneration of the auditors.
16.3 Financial Year
The financial year of the Society shall terminate on a day in each year to be fixed by the board and the financial statements of the Society’s affairs for presentation to the members at the annual general meeting shall be made up to that date.
PART 17- BRANCHES AND AFFILIATIONS
17.1 Branches Across Canada
Subject to the provisions of any government act or regulation, the Society may establish and maintain one or more branches of the Society in any of the Provinces or Territories of Canada having the powers, but not exceeding the powers of the Society, that the Society may, in its discretion, confer on such branch or branches.
17.2 Affiliations
To promote the purposes of the Society, the board may, in its discretion, approve the affiliation by the Society with any individuals or other organizations having purposes similar to those of the Society.
DATED the 3rd day of June, 2019.
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