PART 1 – DEFINITIONS AND INTERPRETATION

Definitions

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.

Duties of members

2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws.

Amount of membership dues

2.3 The amount of the annual membership dues, if any, must be determined by the Board.

Member not in good standing

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.

Member not in good standing may not vote

2.5 A voting member who is not in good standing

• • may not vote at a general meeting, and
• • 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 not in good standing

2.6 A person's membership in the Society is terminated if the person is not in good standing for 6 consecutive 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, if applicable, place the Board determines.

Ordinary business at general meeting

3.2 At a general meeting, the following business is ordinary business:

• • adoption of rules of order;
• • consideration of any financial statements of the Society presented to the meeting;
• • consideration of the reports, if any, of the directors or auditor;
• • election or appointment of directors;
• • appointment of an auditor, if any;
• • 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 chair and co-chair may jointly or individually preside as the chair of a general meeting. If neither the chair nor co-chair is able to preside, another director chosen by the directors present must preside as chair of the meeting.

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 in attendance must elect an individual present at the meeting to preside as the chair.

Quorum required

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 in attendance.

Quorum for general meetings

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.

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 in attendance,

• • in the case of a meeting convened on the requisition of members, the meeting is terminated, and
• • in any other case, the meeting stands adjourned to the same day in the next week, at the same time and, if applicable, 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 in attendance 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, if applicable, 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:

• • elect an individual to chair the meeting, if necessary;
• • determine that there is a quorum;
• • approve the agenda;
• • approve the minutes from the last general meeting;
• • deal with unfinished business from the last general meeting;
• • if the meeting is an annual general meeting,
• - 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,
• - receive any other reports of directors' activities and decisions since the previous annual general meeting,
• - elect or appoint directors, and
• - appoint an auditor, if any;
• • deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
• • 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, 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.

Announcement of result

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.

Proxy voting not permitted

3.15 Voting by proxy is not permitted.

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.

PART 4 – DIRECTORS AND OFFICERS

Number of directors on Board

4.1 The Society must have no fewer than 3 and no more than 11 directors.

Board composition

4.2 The Board consists of:

• • directors, who have voting rights; and
• • officers, who have voting rights only if they also serve as directors.

Election or appointment of directors

4.3 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

Appointment of officers

4.4 The Board may, by Board resolution:

• • appoint individuals as officers; and
• • establish the terms of office for appointed officers.

Directors may fill casual vacancy on Board

4.5 The Board may, at any time, appoint a member to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a board member during their term of office.

Term of appointment of member filling casual vacancy

4.6 A member appointed by the Board to fill a vacancy ceases to be a board member at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

PART 5 – DIRECTORS' MEETINGS

Calling directors' meeting

5.1 A directors' meeting may be called by the chair or by any other director.

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; and
• • the presence of the chair, unless the chair has authorized the meeting to proceed in their absence.

PART 6 – BOARD POSITIONS

Election or appointment to Board positions

6.1 Each director must be either elected by the members or appointed in accordance with these Bylaws.

Multiple Positions

6.2 A director may hold more than one Board position and may also be appointed as an officer of the Society.

Required Board Positions

6.3 The Society must at minimum maintain the following Board positions:

• • chair;
• • co-chair;
• • communications officer;
• • financial officer;
• • social media officer.

Directors at large

6.4 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 chair

6.5 The chair must be a director and serves as the head of the Board. The chair is responsible for supervising the other directors in the execution of their duties.

Role of co-chair

6.6 The co-chair must be a director and shares leadership responsibilities with the chair. The co-chair is responsible for carrying out the duties of the chair if the chair is unable to act.

Role of officers

6.7 Officers are appointed positions that serve specific functions on the board as described in these Bylaws. Officers are responsible for their assigned duties and report to the Board. Officers may be, but are not required to be, directors. Officers may only vote at board meetings if they also serve as a director.

Communications officer

6.8 The Society must appoint a communications officer to the board. The communications officer may also serve as a director, but this is not required. The communications officer is responsible for doing, or making the necessary arrangements for, the following:

• • issuing notices of general meetings and directors' meetings;
• • taking minutes of general meetings and directors' meetings;
• • keeping the records of the Society in accordance with the Act;
• • conducting the correspondence of the Board;
• • filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of communications officer from meeting

6.9 In the absence of the communications officer from a meeting, the Board must appoint another individual to act as communications officer at the meeting.

Financial officer

6.10 The Society must appoint a financial officer to the board. The financial officer may also serve as a director, but this is not required. The financial officer is responsible for doing, or making the necessary arrangements for, the following:

• • receiving and banking monies collected from the members or other sources;
• • keeping accounting records in respect of the Society's financial transactions;
• • preparing the Society's financial statements;
• • making the Society's filings respecting taxes.

Social media officers

6.11 The Society must appoint one or more social media officers. Each social media officer may also serve as a director, but this is not required. A social media officer is responsible for doing, or making the necessary arrangements for, the following:

• • managing the Society's social media accounts;
• • creating and publishing social media content;
• • maintaining and updating the Society's website;
• • managing other aspects of the Society's online presence.

PART 7 – REMUNERATION OF DIRECTORS AND SIGNING AUTHORITY

Remuneration of directors

7.1 Subject to the Act, the Society may pay reasonable remuneration to directors, officers and any other person for services provided to the Society in any capacity, as determined by Board resolution.

Signing authority

7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society

• • by the chair,
• • if the chair is unable to provide a signature, by the co-chair together with one other director,
• • if the chair and co-chair are both unable to provide signatures, by any 2 other directors, or
• • in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.