May 2015 AMENDED PURPOSES
VANCOUVER METIS CITIZENS SOCIETY
The purposes of the Society are.
to preserve, promote, nurture and create an awareness of Métis history, heritage, culture and traditions among the Métis and the people of British Columbia and Canada;
to provide educational, informative and other programs and projects for the benefit of the Métis and others, including programs with respect to Métis and Canadian history, heritage, culture, and traditions;
to provide other programs and services that will be worthwhile and beneficial to the Members with a view to making them aware of the rights and privileges to which they are entitled, including those that are due to them as recognized Aboriginals under Section 35 of the Canadian Constitution Act 1982;
to do such other acts, deeds, and activities for the Métis people that are deemed beneficial and appropriate and that will assist Members in being Proud to be Métis; and
to secure funding, when required and available, to implement the activities of the Society.
MAY 2015 AMENDED BYLAWS
VANCOUVER METIS CITIZENS SOCIETY
TABLE OF CONTENTS
1 Defining and Interpreting the Bylaws ……………………………………………………. 1
2 Membership ………………………………………………………………………………. 2
3 Meetings of Members of the Society ……………………………………………………… 5
4 Government of the Society ……………………………………………………………….. 7
5 Financial and Other Management Matters ……………………………………………….. 10
6 Changes to the Bylaws …………………………………………………………………… 12
7 Dissolving the Society and Distribution of Assets ……………………………………….. 12
8 Replacement and Effective Date of the Amended Bylaws ………………………………. 12
ARTICLE 1—DEFINING AND INTERPRETING THE BYLAWS
The first letter of each word in a definition is capitalized. The following words have the following meanings:
1.1.1 Act means the Society Act of British Columbia from time to time in force and all amendments to it, or any statute substituted for it.
1.1.2 Annual General Meeting means the Annual General Meeting described in Article 3.
1.1.3 Associate Member means a non-voting individual registered with the Society as an Associate Member.
1.1.4 Board means the Board of Directors of the Society.
1.1.5 Board Meeting means a Meeting of the Board of Directors of the Society.
1.1.6 Board Resolution means an Ordinary Resolution passed by the Board of Directors of the Society.
1.1.7 Bylaws means the Bylaws of the Society as amended from time to time.
1.1.8 Chief Executive Officer means the President of the Society.
1.1.9 Director means any person elected or appointed to the Board, including the President.
1.1.10 Elder means a senior citizen who is a Member, Associate Member or Honorary Member of VMCS.
1.1.11 Extraordinary General Meeting means a General Meeting of Members other than an Annual General Meeting.
1.1.12 Executive Committee has the meaning set forth in Section 4.1.5.
1.1.13 General Meeting means the Annual General Meeting or an Extraordinary General Meeting.
1.1.14 Good Standing means a Member of the Society whose payment of fees is up to date and/or who has not been suspended pursuant to the terms of these Bylaws.
1.1.15 Honorary Member means a non-voting individual registered with the Society as an Honorary Member.
1.1.16 Member means a Member of the Society.
1.1.17 Métis and Metis means a person of mixed European or non-European and Indian or Inuit ancestry, who self-identifies as a Métis and, for purposes of these Bylaws, is recognized as a Métis by the Society.
1.1.18 Métis Community or Métis Organization means a community or organization referred to in Article 2 of these Bylaws.
1.1.19 Officer means an Officer listed in Article 4.
1.1.20 Ordinary Resolution means
(a) a resolution passed in a General Meeting by Voting Members present at the Meeting by a simple majority of the votes cast at the Meeting or as otherwise provided in these Bylaws; or
(b) in the case of a Board Resolution, passed by a simple majority of the Board at a Board Meeting or as otherwise provided in these Bylaws.
1.1.21 Address for Notices means the address of a Member, Associate Member, or Honorary Member that is listed in the Register of Members established by the Society.
1.1.22 Registered Office means the address of the Society that is registered under the Act.
1.1.23 Register of Members means the register maintained by the Board of Directors containing the names of the Members of the Society and the information required pursuant to the Society Act.
1.1.24 Registrar of Companies means the Registrar of Companies of British Columbia.
1.1.25 Society means the Vancouver Métis Citizens Society, a non-profit British Columbia Society.
1.1.26 Society Act means the Society Act of British Columbia and all amendments to it.
1.1.27 Special Resolution means a resolution passed at a General Meeting by a majority of not less than 75% of those eligible Voting Members who vote at a General Meeting, or a resolution adopted by such other means as are provided for in the Society Act
1.1.28 VMCS means the Vancouver Métis Citizens Society.
1.1.29 Voting Member means a Member of the Society who is in Good Standing, has not been suspended, and is over the age of 18 years.
The following rules of interpretation must be applied in interpreting these Bylaws, with amendments if any, required by the context in which they are used.
1.2.1 Singular and Plural: words indicating the singular number include the plural, and vice-versa.
1.2.2 Masculine and Feminine: words indicating the masculine include the feminine and vice-versa.
1.2.3 Headings are for convenience only. They do not affect the interpretation of these Bylaws.
1.2.4 Liberal Interpretation: these Bylaws must be interpreted broadly and generously.
1.2.5 Conflict: If there is any conflict between these Bylaws and the Society Act, the provisions of the Society Act shall govern the matter to the extent of the conflict.
The Society is a contemporary community of Métis people whose current day acceptance by the Society is evidenced by their past and ongoing participation in the shared culture, customs and traditions of the Society or other Métis Organization/Community, or their wish to participate in the activities of the Society.
As a community of Indigenous Peoples, the Society has the right to freely determine its Membership and to freely pursue its economic, social and cultural development in keeping with the principles set forth in the United Nations Declaration on the Rights of Indigenous Peoples.
Since the Society’s attitude to Métis Identity is that “no one-size fits all”, it will take an inclusive approach to Métis Identity and will interpret it liberally and generously. The Society will encourage its Members to act respectfully towards each other in a spirit of brotherhood.
Membership in the Society will be determined by self-identification, ancestral or alternative Métis connection, and acceptance by the Society. An applicant for Membership may claim ancestral or alternative connection by birth, adoption, Métis Community recognition, or other means as may be determined from time to time by Board Resolution.
In keeping with the spirit of Section 36 of the aforesaid United Nations Declaration, Métis divided by provincial, national or international borders may be included in the activities of the Society for cultural and social purposes, and for such other purposes as may be approved by Board Resolution.
2.2.1 Member: A Member of the Society is an individual who self-identifies as Métis, provides acceptable confirmation of Métis identity or relationship and is accepted and registered for Membership in the Society. A Member is entitled to one (1) vote on resolutions and other matters voted on at a General Meeting.
2.2.2 Associate Member: An Associate Member is a non-voting individual who has applied for Membership but is unable to provide acceptable confirmation of Métis identity, relationship, or connection and is accepted and registered as an Associate Member of the Society.
2.2.3 Honorary Member: In recognition of one’s significant contributions to the mission and purposes of the Society or to the Métis generally, an individual (including an existing Member) may be appointed an Honorary Member by a Board Resolution. Honorary Membership does not carry voting rights.
2.3 Application for Membership:
2.3.1 Membership Application Form: The Society shall make an Application Form available to applicants for Membership in the Society. The Application Form shall be approved by Board Resolution and may be replaced, changed, altered, or added to or varied from time to time by Board Resolution. Notwithstanding the foregoing, the Application Form shall contain the following items to be filled out as required:
(a) full name and resident address of the applicant;
(b) applicant’s contact information – phone, cell phone, email address, Internet and any other electronic means for contact, if available;
(c) class of Membership being applied for – Member, or Associate Member;
(d) confirmation of Canadian Métis identity, relationship or connection by one of the following:
(i) past membership of the applicant in another Métis Organization or Métis Community (that has been approved by Board Resolution) by providing an original or photocopy of the applicant’s membership card in said Organization or Community; or
(ii) ancestral connection of the applicant by providing a birth or baptismal certificate together with a genealogical family tree that provides evidence of Métis ancestry; or
(iii) recognition of Métis identity by two Elders who are Voting Members of the Society; or
(iv) in the case of adoption, evidence of applicant’s birth parent’s or adoption parent’s Métis identity; or
(v) in the case of other means of Métis relationship or connection, by such documentation as may be determined from time by Board Resolution; and
2.3.2 Submitting an Application for Membership: All applications for Membership must be submitted to the Society for review, approval and acceptance or rejection by a majority of the Executive Committee. The Executive Committee may reject any application for reasons that it considers valid and appropriate and any such rejection shall be referred to the Board for a final decision by Board Resolution. Application for Membership shall include the following:
(a) completed and signed Membership Application Form together with any required or requested Métis identity documentation;
(b) current prescribed Membership fee;
(c) digital photo of the applicant or passport photo that can be reproduced on a Membership card; and
(d) such other information as is deemed necessary or appropriate by the Board of Directors.
2.3.4 Registration and Membership Card: Upon acceptance of an application by the Executive Committee an applicant shall be registered in the Register of Members and a Membership Card shall be issued to the new Member.
2.4 general Membership matters:
2.4.1 Register of Members: The Society shall maintain a Register of Members that contains the following particulars concerning every person admitted as a Member of the Society, together with the following particulars of each Member and in compliance with the Society Act:
(d) class of Membership.
2.4.2 Membership Fees: The amount and term for Membership fees shall be fixed from time to time by Board Resolution.
2.4.3 Good Standing: The current Membership fees due to the Society must be paid in full in order for a Member to be in Good Standing and for a Voting Member to be able to exercise that Member’s right to vote.
2.4.4 Suspension of Members: If a Member has not paid any applicable Membership fees within two (2) years of the date the fees are due, the Member shall be automatically suspended until such time as they pay the current fees.
2.4.5 Limitation of Associate Members: The number of Associate Members of the Society must not exceed the number of Voting Members.
2.4.6 Membership Cards:
(a) Membership cards shall be in the form approved by the Executive Committee or the Board.
(b) Membership cards require a digital photo or passport photo that can be reproduced on the card.
(c) Membership cards shall be issued as follows:
(i) to existing Members on payment of their current Membership fee accompanied by a photo of the Member referred to subsection (b) herein; and
(ii) to applicants for Membership upon their acceptance and registration as Members of the Society.
2.4.7 Limitation on Liability of Members: No Member as such is liable for any debt or liability of the Society.
2.5 Termination of Membership
(a) Any Member may resign from the Society by sending a signed written notice of resignation by mail, e-mail, or fax, or by delivering it to the Secretary or President of the Society.
(b) On the date the notice is received, the Member ceases being a Member and that date shall be recorded in the Register of Members.
2.5.2 Death: The membership of a Member ceases on the date of that Member’s death and that date shall be recorded in the Register of Members.
(a) If a Member has been found guilty of an indictable offence involving moral turpitude the Member shall cease being a Member of the Society on the date of his conviction and that date shall be recorded in the Register of Members.
(b) If the Board of Directors by Board Resolution considers it in the best interests of the Society, a Member after receiving prior Notice from the Board may be expelled from the Society by Special Resolution.
ARTICLE 3 —MEETINGS OF MEMBERS OF THE SOCIETY
General Meeting: General Meeting means an Annual General Meeting or an Extraordinary General Meeting of the Society. Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting. An Annual General Meeting and an Extraordinary General Meeting, and the business of each, may be combined into one Meeting.
Holding of a General Meeting: General Meetings of the Society shall be held at the time and place designated by the Executive Committee and in accordance with these Bylaws and Robert’s Rules of Order. The Executive Committee will consider various options for location of the Meeting.
Annual General Meeting:
Holding of Annual General Meeting:
The first Annual General Meeting shall be held not more than 15 months after the date of incorporation.
Subsequent Annual General Meetings shall be held preferably in May but at least once in every calendar year and not more than 15 months after adjournment of the previous Annual General Meeting.
If the Society fails to comply with Subsection (b) herein, application may be made in accordance with the Society Act to extend the time for holding or convening an Annual General Meeting.
3.2.2 Business of Annual General Meeting: The Annual General Meeting shall be held to elect the Board of Directors as or if required; receive the financial statements prepared in accordance with the Society Act; receive reports of the President, the Treasurer and the Board; appoint auditors as or if required; and transact such other business as may properly come before the Meeting.
3.2.3 Procedure at an Annual General Meeting: An Annual General Meeting shall be convened and follow voting and quorum requirements as set forth in these Bylaws.
3.3 Extraordinary General Meeting:
3.3.1 Calling of an Extraordinary General Meeting: An Extraordinary General Meeting may be called:
(a) by a motion of the Board of Directors to that effect; or
on the written request to the Board of at least two (2) Directors. The request must state the reason for the Extraordinary General Meeting and the resolution(s) intended to be submitted at this Extraordinary General Meeting; or
on the written requisition of at least 10% of the Voting Members in accordance with Section 58 of the Society Act and the requisition must state the purpose of the Extraordinary General Meeting.
3.3.2 Business of an Extraordinary General Meeting: Only the matter(s) set out in the notice for the Extraordinary General Meeting are considered at the Extraordinary General Meeting, unless otherwise agreed to by Ordinary Resolution.
3.3.3 Procedure at an Extraordinary General Meeting: An Extraordinary General Meeting has the same requirements for convening, voting, quorum, and other matters as set forth in these Bylaws.
3.4 Procedures for General Meetings:
3.4.1 Notice of a General Meeting: Notice of a General Meeting must specify the agenda, place, day and hour of the Meeting and, in case of special business and/or a matter requiring a Special Resolution, the general nature of that matter.
3.4.2 Computation of Time for Notices:
Notice of a General Meeting shall be provided at least fourteen (14) days prior to the Meeting.
In computing the date when a notice must be given under any provision requiring a specified number of days’ notice of any Meeting or other event, the date of giving the notice shall be excluded and the date of the Meeting or other event shall be included.
3.4.3 Method of Giving Notices: Wherever these Bylaws require notice to be given to a Member or a Director such Notice may be given:
(a) in person; or
(b) by mail, deposited in a postage pre-paid envelope addressed to the recipient’s address in the Register of the Society; or
(c) by facsimile transmission to the recipient’s number as listed in the Register of the Society; or
(d) by e-mail to the recipient’s e-mail address as listed in the Register of the Society; or
(e) by any other means of transmission or notice deemed reasonable by the Board.
Notices shall be deemed to have been received three (3) days after mailing, if mailed, and otherwise on the date delivered in person, by fax, by e-mail, or other means of transmission or notice deemed reasonable by the Board.
3.4.4 Error or Omission in Notice of Meeting of Members: No error or omission in giving notice or non-receipt of notice, of any General Meeting or adjourned Meeting shall invalidate the Meeting or any proceedings at it. Any Member may, at any time, waive notice of any such Meeting and ratify, approve and confirm any or all proceedings of that Meeting.
3.4.5 Quorum for the Transaction of Business:
The quorum for the transaction of business at a General Meeting is three (3) Voting Members of the Society in Good Standing and not suspended.
If a quorum is not present within one-half (1/2) hour after the set time, the Meeting shall be adjourned. The Meeting shall be rescheduled for one (1) week later at the same time at the Registered Office of the Society. If a quorum is not present within one-half (1/2) hour after the set time of the second Meeting, the Meeting will terminate.
3.4.6 Presiding Officer: The President, or in his place, the Vice-President chairs every General Meeting of the Society. If the President and Vice-President are not present within one-half (1/2) hour after the set time for the General Meeting, the Voting Members present shall choose one (1) of the Directors in attendance, or if no Directors are in attendance, one (1) of the Voting Members in attendance to chair the Meeting.
3.4.7 Adjournment: The Chairman shall adjourn a General Meeting by an Ordinary Resolution passed by the Voting Members at the Meeting. The reconvened General Meeting shall conduct only the unfinished business from the initial Meeting.
3.4.8 Reconvened Meeting Notice:
(a) No notice is necessary if the General Meeting is adjourned for less than fifteen (15) days.
(b) The Society must give notice when a General Meeting is adjourned for fifteen (15) days or more. Notice must be the same as for any General Meeting.
Each Member who is in Good Standing, not suspended, and over the age of eighteen (18) years has one (1) vote. Voting shall be by a show of hands unless a ballot is requested by two (2) Voting Members.
Good Standing means a Member of the Society whose payment of fees is up to date and/or has not been suspended pursuant to the terms of these Bylaws.
No proxy voting is allowed.
The majority of the votes by Ordinary Resolution of the Voting Members present decides each issue and matter, unless the issue or matter needs to be decided by a Special Resolution.
A Special Resolution as defined in the Society Act requires at least 75% of the votes cast by the Voting Members present at the Meeting.
The Chairman declares a Resolution carried or lost. This declaration is final unless immediately challenged by a Voting Member.
Except in the case of a Special Resolution, the declaration by the Chairman does not have to include the number of votes for and against an Ordinary Resolution unless requested by a Voting Member.
Two (2) Voting Members at the Meeting may request a ballot vote. In such case, the result of the ballot including the count shall be announced.
A request for a ballot vote may be withdrawn.
An Ordinary Resolution that has been submitted to the Members of the Society and consented to in writing by 75% of the Voting Members who would have been entitled to vote on it in person at a General Meeting of the Society is deemed to be an Ordinary Resolution passed at a General Meeting of the Society.
ARTICLE 4—GOVERNMENT OF THE SOCIETY
4.1 Board of Directors
Members of the Society may, in accordance with the Bylaws, nominate and elect Directors.
4.1.1 Governance and Management of the Society: Subject to the Society Act and these Bylaws the Directors:
(a) must manage, or supervise the management of, the affairs of the Society, and
(b) may exercise all of the powers of the Society.
(a) act honestly and in good faith and in the best interests of the Society, and
(b) exercise the care, diligence and skill of a reasonably prudent person.
The requirements of this Section are in addition to, and not in derogation of, any other enactment or rule of law or equity relating to the duties or liabilities of directors of the Society.
4.1.3 Composition of the Board: The Board of Directors shall be elected at each Annual General Meeting from among the Members who are over the age of eighteen (18) years and shall consist of:
not less than one (1) or more than three (3) additional Members.
4.1.4 Secretary/Treasurer: The positions of Secretary and Treasurer may be combined into one position of Secretary/Treasurer.
4.1.5 Executive Committee: The Executive Committee of the Board consists of the Officers of the Society and is authorized to make decisions on behalf of the Board between Board Meetings except those that must be made by the Board itself. The Executive Committee shall report any significant decisions it makes to the next Board Meeting.
4.2. Election of Directors
4.2.1 Election and Term: Members who are nominated and elected to the Board at an Annual General Meeting of the Society shall hold office for a term of approximately two (2) years ending at the close of the second Annual General Meeting following the Meeting at which they were elected.
4.2.2 Nominations: Only a Voting Member in Good Standing is qualified to be nominated and elected. The nomination must be made by two (2) Voting Members.
4.2.3 Re-Election: Voting Members may re-elect any Director of the Board.
4.2.4 Suspension: A Director shall be suspended from office;
(a) who misses three (3) consecutive Board Meetings without just cause; or
(b) whose current Memberships fees are unpaid for a period of six (6) months and has failed to pay them within fourteen (14) days after notification is given.
4.2.5 Resignation, Death or Removal of a Director
(a) A Director, including the President, may resign from office by giving notice in writing to the Society. The resignation takes effect upon receipt of the resignation.
(b) Members may remove any Director including the President from office before the end of his or her term by Special Resolution. Another Director may be elected or appointed by Ordinary Resolution to serve the balance of the term.
4.2.6 Vacancies on the Board: If there is a vacancy on the Board, the remaining Directors by Ordinary Resolution of the Board may appoint a Member in Good Standing to fill that vacancy for the remainder of the term of the Director whose seat has been vacated.
4.2.7 Notices of Change of Directors: Notice of a change of Directors of the Society must be filed with the Registrar of Companies without delay, in the form required by the Registrar.
4.3 Board Meetings of the Society
(a) The President shall call Board Meetings from time to time as the President considers appropriate, but in any event not less than four (4) times per year.
(b) A majority of the Directors may call a Board Meeting.
4.3.2 Notice of Board Meetings:
Unless otherwise agreed, Notice of a Board Meeting shall provide the day and time of the Meeting and the general nature of matters to be discussed at the Meeting.
A Board Meeting may be held by a conference call or other means of communication medium if all participating Directors are able to communicate with each other and all participating Directors are deemed to be present at the Meeting.
At least seven (7) days’ notice of a Board Meetings shall be given to each Director and the method of giving notice shall be given accordance with Section 3.4.3 of these Bylaws or by telephone.
4.3.3 Waiver of Notice: A Director may waive Notice of a Board Meeting.
A majority of the Directors must be present at any Board Meeting to constitute a quorum.
If there is no quorum, the President may terminate the Meeting or adjourn it to the same day and time in the following week. At least two (2) Directors present at this later Board Meeting is a quorum.
(a) an Ordinary Resolution passed in a Board Meeting by the Directors of the Society by a simple majority of the votes cast; or
(b) a Resolution that has been submitted to all the Directors of the Society and consented to in writing by all of the Directors.
Each Director, including the President, has one (1) vote.
In the case of a tie vote, the President does not have a second or casting vote and the motion is defeated.
4.4.1 A Director who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the other Directors.
4.4.2 A Director referred to Section 4.4.1 must account to the Society for profit made as a consequence of the Society entering or performing the proposed contract or transaction,
A Director referred to in this Section must not be counted in the quorum at a Meeting of the Directors at which the proposed contract or transaction is approved.
Except as provided herein, no Director or Officer of the Society receives any payment for his or her services specifically as a Director.
A Director may receive a reasonable honorarium or per diem for performing the duties of Director or Officer of the Society. Any Director that is or becomes the Chief Executive Officer or the Secretary may be paid a reasonable salary that is approved by Ordinary Resolution of the Board.
A Director or Officer may be reimbursed by the Society for any reasonable expenses incurred by that Director or Officer in connection with the affairs of the Society and in performing his or her duties.
Notwithstanding the foregoing, a Director or Officer shall be entitled to receive remuneration and reimbursement for expenses in connection with providing services to or on behalf of the Society pursuant to (or as provided in) any existing or proposed contract or transaction with the Society. Such existing or proposed contract or transaction must have been or be approved in accordance with the provisions for disclosure of interest set forth in Section 4.4 herein.
4.6 Irregularities or errors:
Any irregularities, errors or omissions done or omitted in good faith do not invalidate acts done by Board Members at any Board Meeting of the Society or in carrying out their duties as a Director or Officer.
4.7.1 Board Officers: The Officers are the Executive Committee of the Society and consist of the President; Vice-President; Secretary; and Treasurer. The positions of Secretary and Treasurer may be combined into one position of Secretary/Treasurer. The Executive Committee shall determine its own procedures.
Term of Office: The Officers hold office until re-elected or until a successor is elected or appointed.
4.7.3 Officer Vacancy: If there is an Officer vacancy, the remaining Directors by Ordinary Resolution of the Board may appoint another Board Member in Good Standing to fill that vacancy for the remainder of the term.
4.8 Duties of the Officers of the Society
4.8.1 President: The President of the Society:
is the Chief Executive Officer of the Society;
manages and supervises the affairs of the Board and the Executive Committee;
ensures that the Officers of the Society perform the duties that are assigned to them;
when present, chairs all Meetings of the Society, the Board and the Executive Committee;
is an ex officio member of all Committees;
acts as the spokesperson for the Society; and
carries out other duties assigned by the Board or the Executive Committee.
4.8.2 Vice-President: The Vice President of the Society:
carries out the duties of the President in his or her absence;
attends all meetings of the Society, the Board, and the Executive Committee.
performs other duties assigned by the President, the Board, or the Executive Committee.
4.8.3 Secretary: The Secretary of the Society:
attends all Meetings of the Society, the Board and the Executive Committee;
keeps accurate minutes of these Meetings, distributes these Minutes as deemed appropriate, and keeps custody of these Minutes;
has charge of the Board’s correspondence;
makes sure a Register of Members of the Society is kept in accordance with Section 2.4.1 of these Bylaws and in accordance with the Society Act;
makes sure all Notices of various Meetings are given;
keeps the Seal of the Society, if any;
files the Annual Report, changes in the Directors of the Society, amendments to the Bylaws and other required documents with the Registrar of Companies;
maintains custody of all records and documents of the Society except those kept by the Treasurer; and
carries out other duties assigned by the President, the Board or the Executive Committee.
4.8.4 Treasurer: The Treasurer of the Society:
attends all Meetings of the Society, the Board and the Executive Committee;
collects and deposits any fees paid to the Society;
makes sure all monies paid to the Society are deposited in a chartered bank, credit union, or trust company chosen by the Board;
keeps the financial records, including books of account and accounting records necessary to comply with the Society Act;
keeps a register of all indebtedness in excess of $5,000 in accordance with Section 35.1 of the Society Act;
makes sure a detailed account of revenues and expenditures is presented to the Board and Executive Committee as and when requested;
makes sure that financial statements of the financial position of the Society are prepared in a standard and correct format and in accordance with these Bylaws and the Society Act;
if an audit of the financial statements to be presented to an Annual General Meeting is not required, arranges for a review of the financial statements of the Society to be carried out by two (2) Directors (other than the President and the Treasurer) before they are approved by the Board of Directors;
ensures that any financial statements of the Society are not issued, published or circulated (other than to a Director, employee or Officer) unless the financial statements are first approved by the Board of Directors and the approval is evidenced by the signatures of two (2) Directors;
presents the financial statements to the Board and to the Annual General Meeting for approval;
makes arrangements for the filing of any required corporate tax returns; and
carries out other duties assigned by the President, the Board or the Executive Committee
4.9 Committees and Councils
The Board of Directors may appoint Standing or Ad Hoc Committees from among its number, or an Elders Council from Voting Members to advise the Board of Directors and to perform such other duties as the Board or the Executive Committee may from time to time deem necessary. Each Committee or Elders Council, by majority vote, may establish its own procedures.
ARTICLE 5 – FINANCIAL AND OTHER MANAGEMENT MATTERS
5.1 Registered Office
The Registered Office of the Society shall be located in British Columbia. The specific location may be changed from time to time at the Annual General Meeting or by motion of the Board. Notice of Change of address of the Registered Office of the Society must be filed with the Registrar of Companies.
5.2.1 The Society shall keep proper accounting records in respect of all its financial and other transactions.
5.2.2 Without limitation these records shall consist of:
(c) a register of all indebtedness in excess of $5,000 in accordance with Section 35.1 of the Society Act;
5.3 Financial statements
5.3.1 Fiscal Year: The fiscal year of the Society ends on the last day of February of each year commencing in the year following Incorporation of the Society.
5.3.2 Financial Statements: The financial statements presented to the Annual General Meeting must consist of:
(b) a statement of income and expenditure and a statement of surplus for the fiscal period, and a balance sheet as of the end of the fiscal period.
A balance sheet shall consist of assets and liabilities and net worth (or equity). Assets equals liabilities plus net worth or equity each of which shall be separately identified in the financial statements.
5.3.3 Financial Review: If an audit of the financial statements to be presented to an Annual General Meeting is not required, a review of the financial statements of the Society shall be carried out by two (2) Directors (other than the President and the Treasurer) before they are approved by the Board of Directors.
5.3.4 Financial Statements Requirements: The Society shall not issue, publish or circulate a financial statement of the Society other than to a Director, employee or Officer unless it is first approved by the Board of Directors and the approval is evidenced by the signatures of two (2) Directors.
5.3.5 Audit Appointment: The Members may pass an Ordinary Resolution at a General Meeting of the Society requiring an audit of the financial statements of the Society and may appoint the auditor(s) for this purpose.
5.4 Seal of the Society
The Board may adopt a seal as the Seal of the Society. The Secretary has control and custody of the seal, unless the Board decides otherwise. The Seal of the Society can only be used by two (2) or more Officers
of the Society or as directed by the Executive Committee.
5.5 Checks and Contracts of the Society
All checks and contracts of the Society shall be signed by two (2) signatures of which one (1) must be an Officer and the other an Officer or Director designated to do so by an Ordinary Resolution of the Board.
5.6 Keeping and Inspection of the Books and Records of the Society
5.6.1 Recording Minutes: The Secretary records minutes of all Meetings of the Members, the Board and the Executive Committee.
5.6.2 Record Keeping of Original Documents: The Secretary
(a) keeps the original Minute Book of the Society, which shall contain minutes from all Meetings of the Society, the Board and the Executive Committee, and shall also keep and file all necessary books and records of the Society as required by the Bylaws, the Society Act, or any other statute or laws; and
(b) maintains custody of all records and documents including the last financial statements of the Society.
5.6.3 Inspection of Accounting Records: Only the accounting records relating to the last two (2) fiscal years of the Society are open for inspection by Members.
5.6.4 Inspection of Documents: Except for the inspection of any documents required by law to be kept private or confidential, and any inspection that the Board acting honestly and in good faith determines by Ordinary Resolution of the Board to be contrary to the best interests of the Society, and any accounting records prior to the period provided for in Section 5.6.3, the documents of the Society shall be open to inspection by Members. The decision of the Board concerning the limitation of documents to be available for inspection may be appealed to an Elders Council that shall be convened for this purpose by the Board of Directors. The Elders Council’s decision shall be final.
5.6.5 Notice for Inspection of Documents: A Member wishing to inspect the books or records of the Society must give reasonable notice to the President, Secretary, or Treasurer of the Society of the Members intention to do so and describe the documents to be inspected. Such inspection shall occur during normal business hours for a period not exceeding two (2) consecutive hours daily.
5.7 Borrowing Powers
5.7.1 Purpose for Raising Funds: The Board may raise funds with a view to implementing the Society’s programs and projects.
5.7.2 Board Borrowing Restriction:
(a) The Board may borrow funds up to $5,000 and, if required, grant security thereon.
(b) Any amount to be borrowed in excess of $5,000 must first be approved by an Ordinary Resolution of the Members of the Society at a General Meeting. The Board shall provide the General Meeting with its reasons for the borrowing including general terms and a repayment plan.
5.7.3 Debentures: The Society may issue debentures to borrow only by motion of the Board confirmed by a Special Resolution of the Society. The Board shall provide the General Meeting with its reasons for the issuance of a debenture including a repayment plan with clear timelines.
5.8 security and Indemnity of Directors and Officers
A Director or Officer may be required to give security for the faithful discharge of duties and, with the approval of the Supreme Court of British Columbia, the Society may indemnify a Director or former Director against all costs, charges and other matters referred to and in accordance with Section 30 of the Society Act.
ARTICLE 6 – CHANGES TO THE BYLAWS
6.1 Requirements for Bylaw Changes:
6.1.1 Changes to Bylaws: These Bylaws may be replaced, changed, altered, or added to by a Special Resolution passed in accordance with the Society Act.
6.1.2 Notices for Changes to Bylaws: Notice of the Annual General Meeting or Extraordinary General Meeting of the Society at which the proposed revisions to the Bylaws are to be voted on shall:
(a) specify the intention to propose the resolution as a Special Resolution; and
(b) give a general description of the proposed revisions to the Bylaws.
6.1.3 Effective Date: Any change or amendment to these Bylaws is effective on the later of:
(a) the date on which it is filed with the Registrar of Companies, and
(b) the date specified in the Special Resolution.
ARTICLE 7 – DISSOLVING THE SOCIETY AND DISTRIBUTION OF ASSETS
7.1 Dissolving and Distribution provisions:
7.1.1 Permission to Dissolve: If the Society wishes to dissolve it may request the Registrar of Companies to do so by:
(b) filing with the Registrar a copy of the Ordinary Resolution and an affidavit of two (2 ) or more directors proving what disposition the Society has made of its assets and that the Society has no debts or liabilities.
7.1.2 No Payments: The Society does not pay any dividends or distribute its property among its Members.
7.1.3 Distribution of Remaining Funds: If the Society is dissolved, subject to any laws to the contrary, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Ordinary Resolution. In no event do any Members receive any assets of the Society on dissolution.
ARTICLE 8 – REPLACEMENT AND EFFECTIVE DATE OF THE AMENDED BYLAWS
These Amended Bylaws replace all previous Bylaws of the Society and take effect on the later of the date on which they are filed with the Registrar of Companies, and the date specified in the Special Resolution.