SOCIETY ACT OF THE PROVINCE OF BRITISH COLUMBIA
BYLAWS OF THE ROCKLAND NEIGHBOURHOOD ASSOCIATION [S-33680]
BYLAW I – INTERPRETATION
1.01 In these Bylaws, unless the context otherwise requires:
(a) “Directors” means the directors of the Society for the time being;
(b) “Rockland Neighbourhood” means that area in the City of Victoria,
in the Province of British Columbia encompassed by Fort Street, Oak Bay Avenue, Richmond Avenue, Richardson Street and Linden Avenue;
(c) “Society” means Rockland Neighbourhood Association; and
(d) “Societies Act” means the Societies Act, S.B.C. 2015 c.18,
from time to time in force and all amendments to it.
1.02 In these bylaws, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing a male person include a female person and a corporation; and
1.03 When construing the bylaws, unless the context otherwise requires, reference shall be had to the definitions in the Societies Act on the date the bylaws become effective and words and expressions used in the bylaws shall, as far as the context does not otherwise require, have the same meaning as would be the case when used in that Act.
BYLAW II – MEMBERSHIP
2.01 The members of the Society shall be:
(a) the applicants for incorporation of the Society;
(b) those persons who subsequently become members, in accordance with these bylaws; and, in either case, have not ceased to be members.
2.02 A person who is resident in the Rockland Neighbourhood may apply to the directors for membership in the Society and, on being satisfied of the person being resident in the Rockland Neighbourhood and on receipt of any membership dues, the Directors shall accept the person as a member.
2.03 A person who is not resident of the Rockland Neighbourhood may apply to the directors for membership in the Society and, on being satisfied that the person has demonstrated a special interest in Rockland Neighbourhood consistent with the purposes of the Society and on receipt of any membership dues, the Directors may accept the person as a member.
2.04 A corporation (as that term is defined in the Interpretation Act, R.S.B.C. 1996 c.238) may be a member of the Society and any such corporate membership shall have only one vote at any meeting of members.
2.05 The number of non-resident persons accepted as members under section 2.03, excluding those persons accepted as members whose demonstrated special interest in the Rockland Neighbourhood is the ownership of real property in the Rockland Neighbourhood, together with the number of corporations accepted as members under section 2.04 shall not in the aggregate exceed 10% (ten percent) of the total number of members of the Society.
2.06 Every member shall uphold the Constitution and comply with these Bylaws.
2.07 The amount of the annual membership dues shall be determined at the annual general meeting of the Society.
2.08 A person shall cease to be a member in good standing when they fail to pay any membership dues within 90 days of the same falling due, or if they are declared not to be in good standing by a Special Resolution passed at a General Meeting as a result of that member either being in breach of these Bylaws or acting contrary to the purposes of the Society.
2.09 The membership year shall be the calendar year from January 1 to December 31
BYLAW III – TERMINATION AND FORFEITURE OF MEMBERSHIP
3.01 A person shall cease to be a member of the Society:
(a) by delivering a resignation in writing to the secretary of the Society
or by mailing or delivering it to the address of the Society;
(b) on the death of the person;
(c) on ceasing to be a member in good standing; or
(d) on being suspended or expelled.
3.02 The Directors shall have the power by a vote of three fourths of those present to expel or suspend any member whose conduct shall have been determined by the Directors to be improper, unbecoming or likely to endanger the interest or reputation of the Society. No member shall be expelled or suspended without notice of the charge or complaint against him and without having first been given an opportunity to be heard by the Directors at a meeting called for that purpose.
BYLAW IV – MEETINGS OF MEMBERS
4.01 Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting and shall be held at such times and places as the Directors shall decide.
4.02 Annual General Meetings of the Society shall be held at such time and place as the Directors shall decide. The Annual General Meeting of the Society shall be held at least once in every calendar year and not more than 15 months after the adjournment of the last preceding Annual General Meeting.
4.03 An Extraordinary General Meeting may be called at any time by:
(a) the President;
(b) any three or more of the Directors; or
(c) 10% (ten percent) of the members of the Society delivering a written notice to the Secretary requiring that an Extraordinary General meeting be called.
4.04 Due notice of time and place and the general nature of the business to be transacted at a General Meeting or at an Extraordinary General Meeting shall be given to each member at least 14 days before the meeting.
4.05 Notice of the Annual General Meeting shall, in addition to the matters referred to in section 4.04, state that members may obtain the proposed slate of nominees from the Secretary of the Society and that any two members may submit nominations in accordance with section 4.07.
4.06 At least 30 days prior to each Annual General Meeting the President shall appoint a Nominating Committee consisting of at least three members. At least 14 days prior to the Annual General Meeting the Nominating Committee shall file with the Secretary of the Society a slate of nominees for the positions to be filled at the Annual General Meeting, accompanied by the written consent of each nominee.
4.07 Nominations for all positions to be filled at any meeting may also be made by any two members of the Society and any such nominations shall be in writing, signed by the said two members and accompanied by the written consent of each nominee and shall be delivered to the Secretary of the Society at any time prior to the meeting at which the election is to take place being called to order and thereafter nominations from the floor will be accepted.
4.08 The accidental omission to give notice of a General Meeting, or the non-receipt of a notice by any members entitled to receive notice, does not invalidate proceedings at that meeting.
BYLAW V – PROCEEDINGS AT GENERAL MEETINGS
5.01 A quorum at a General Meeting of the Society shall be 10% of members of the Society but in no event shall a quorum be less than 3 members.
5.02 The President of the Society, the Vice President or, in the absence of both, one of the other Directors present shall preside as Chair of a General Meeting.
5.03 No business, other than the election of a Chair if the President is absent and the adjournment or termination of the meeting, shall be conducted at a General Meeting at a time when a quorum is not present.
5.04 If at any time during a meeting there ceases to be a quorum present business then in progress shall be suspended until there is a quorum present or until the General Meeting is adjourned or terminated.
5.05 If, within 30 minutes from the time appointed for a meeting, a quorum is not present, the General Meeting, if convened on the requisition of members, shall be terminated but, in any other case, it shall stand adjourned to such date as the Directors decide.
5.06 A General Meeting may be adjourned from time to time and from place to place but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
5.07 In case of an equality of votes, the chairman shall not have the casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
5.08 1. A member present at a general meeting of members is entitled to one vote.
2. Voting is by a show of hands, or by ballot:
(a) at the discretion of the chair; or
(b) upon a motion which obtains majority approval.
5.09 A corporate member may be represented at a general meeting by one person who may be required to produce a certified copy of the corporate resolution authorizing the person to represent the corporation and who may act for the corporate member for all matters including voting.
5.10 Voting by proxy is not permitted.
BYLAW VI – DIRECTORS AND OFFICERS
6.01 The number of Directors of the Society shall be, no more than 12 (twelve) and shall include the President, Vice-President, Secretary, Treasurer and Past-President.
6.02 The Directors may exercise all such powers and do all such acts and things as the Society may exercise and do which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting but subject, nevertheless, to the provisions of:
(a) all laws affecting the Society;
(b) these bylaws; and
(c) rules not being inconsistent with these bylaws which are made from time to time by the Society in General Meeting.
6.03 No rule made by the Society in General Meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.
6.04 The Directors shall retire from office at each Annual General Meeting when their successors shall be elected except the retiring President who shall continue to be a director and shall assume the office of Past-President until the next following Annual General Meeting. Directors are eligible for re-election. Separate elections shall be held for each office to be filled except the office of Past President. An election may be by acclamation otherwise it shall be by show of hands or as specified in 5.08. If no successor is elected the person previously elected or appointed continues to hold office.
6.05 The Directors may, at any time and from time to time, appoint a member as a Director to fill a vacancy in the Directors. A Director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society but is eligible for re-election at the meeting.
6.06 If a Director resigns his office or otherwise ceases to hold office, the remaining Directors may appoint a member to take the place of the former Director. No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
6.07 The members may, by Special Resolution, remove a Director before the expiration of his term of office and may elect a successor to complete the term of office.
6.08 No Director shall be remunerated for being or acting as a Director but a Director may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.
BYLAW VII – PROCEEDINGS OF DIRECTORS
7.01 The Directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate the meetings and proceedings as they see fit.
7.02 The President may at any time and the Secretary, on the request of any three Directors, shall convene a meeting of the Directors.
7.03 The Directors may from time to time fix the quorum necessary for the transaction of business and, unless so fixed, the quorum shall be a majority of the Directors then in office.
7.04 The President shall chair all of the meetings of the Directors but, if at any meeting the President is not present within 30 minutes of the time appointed for holding the meeting, the Vice-President shall act as Chair but, if neither is present, the Directors present may choose one of their number to chair that meeting.
7.05 The Directors may delegate any but not all of their powers to committees consisting of such Directors or members as they think fit. A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors and shall report every act and thing done in the exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.
7.06 The members of a committee may meet and adjourn as they think proper.
7.07 Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chair of the meeting does not have a second or casting vote and the motion fails.
7.08 A resolution in writing, including email, agreed to by all the Directors and placed with the minutes of the Directors, is as valid and effective as if regularly passed at a meeting of Directors.
BYLAW VIII – DUTIES OF OFFICERS
8.01 The President shall be elected by the members at each Annual General Meeting and shall preside at all meetings of the Society and of the Directors.
8.02 The President is the Chief Executive Officer of the Society and shall supervise the other officers in the execution of their duties.
8.03 The Vice-President shall be elected by the members at each Annual General Meeting and shall carry out the duties of the President during the President’s absence.
8.04 The Treasurer shall be elected by the members at each Annual General Meeting and shall:
(a) keep such financial records, including books of account as are necessary to comply with the Societies Act; and
(b) render financial statements to the Directors and members and others when required.
8.05 The Secretary shall be elected by the members at each Annual General Meeting and shall be responsible for:
(a) conducting the correspondence of the Society;
(b) issuing notices of meetings of the Society;
(c) keeping and publishing minutes of all meetings of the Society and Directors;
(d) having custody of all records and documents of the Society;
(e) having custody of the common seal of the Society.
8.06 The Past-President shall be the person who has most recently retired as President and shall carry out the duties of the President during the absence of the President and the Vice-President.
8.07 In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
8.08 The offices of the Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.
BYLAW IX – SEAL
9.01 The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
9.02 The common seal shall be affixed only when authorized by resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the President or the Secretary.
BYLAW X- BORROWING
10.01 In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular, but without limiting the generality of the foregoing, by the issue of debentures.
10.02 No debenture shall be issued without the sanction of a Special Resolution.
10.3 The members may, by Special Resolution, restrict the borrowing power of the Directors but a restriction so imposed expires at the next Annual General Meeting.
BYLAW XI – AUDITOR
11.01 At each Annual General Meeting, the Society may appoint an auditor to hold office until re-appointed or a successor is appointed at the next Annual General Meeting.
11.02 An auditor may be removed by Ordinary Resolution. An auditor shall be informed forthwith in writing of appointment or removal.
11.03 No Director and no employee of the Society shall be auditor.
11.04 The auditor may attend General Meetings.
BYLAW XII – NOTICES TO MEMBERS
12.01 A notice may be given to a member either personally or by mail or by email to the member’s registered address.
12.02 A notice sent by mail shall be deemed to have been given on the fifth business day following that on which the notice is posted and on proving that notice was properly addressed with sufficient postage and put in a Canadian post office receptacle.
12.03 Notice of a General Meeting shall be given to every member shown on the Register of Members on the date notice is given, and to the auditor if Bylaw XI applies, and to non-members selected from the Rockland Neighbourhood Association community email list. No other person is entitled to receive a notice of General Meeting.
BYLAW XIII – BYLAWS AND RULES OF ORDER
13.01 These Bylaws shall not be altered or added to except by Special Resolution.
13.02 Robert’s Rules of Order (most recently revised) shall govern all meetings of the society, of the directors and of committees in all cases where they are applicable and in which they are not inconsistent with these bylaws.
14 Additional to the foregoing and ancillary thereto, the Society shall have the following powers, which powers are alterable, namely:
(a) to receive funds and assets to apply to further the purposes of the Society;
(b) to enter into any contracts or arrangements with any person, corporation or institution which may further the purposes of the Society; and
(c) to do all other things which are incidental or conducive to the attainment of the purposes of the Society.
15 The operations of the Society are to be carried on chiefly in, and in respect of, the Rockland area in the City of Victoria, British Columbia encompassed by Fort Street, Oak Bay Avenue, Richmond Avenue, Richardson Street and Linden Avenue.
16 The affairs of the Society shall be conducted so as to promote the purposes of the Society and the Society shall not carry on activities for the purpose of the personal financial gain of its members. The provisions of this paragraph 16 was previously unalterable.
17 Upon the winding up or dissolution of the Society and after payment of all debts and liabilities the remaining property of the Society shall be distributed or disposed of within one year to such organization or organizations with similar purposes in British Columbia, as may be determined by the members of the Society at the time of winding up or dissolution, provided that each such organization is either a registered charity or qualified done recognized by Revenue Canada Taxation to be qualified as such under the Income Tax Act of Canada from time to time in effect. The provisions of this paragraph 17 was previously unalterable.