Bylaws of Quadra Island Conservancy and Stewardship Society (the “Society”)
Part 1 – Definitions and Interpretation
1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Steward” means a director
“Board” means the stewards of the Society;
“Bylaws” means these Bylaws as altered from time to time.
“Area” means that area defined as Quadra Island
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 upon acceptance by the Board, the member becomes a member in one of the following categories.
(a) Voting member – a person of age 16 or over who has paid property taxes, or has been continually resident for 24 months or more in the area and who has paid the membership fee if any. A voting member shall have full voting rights.
(b) Associate member – a person who has paid the membership fee if any, but who does not qualify under section 2.1a or who does not want to be a voting member. An associate member shall not have voting rights.
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
(a) 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.
(b) fails to renew membership when requested to do so by the Board.
Member not in good standing may not vote
2.5 A voting member who is not in good standing
(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
Termination of membership
2.6 A person’s membership in the Society is terminated
(a) if the person is not in good standing for 6 consecutive months.
(b) by delivering his resignation to the Board member by letter or email.
(c) on being expelled
2.7 A member may be expelled by a special resolution of the members passed at a general meeting.
Part 3 – General Meetings of Members
Time and place of general meeting
3.1 A general meeting must be held at the time and place the Board determines.
Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:
(a) adoption of rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) 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:
(a) 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.
(b) be given at least 7 days in advance of meeting
(a) Where a proposed expenditure for an item, package or project shall be ten thousand dollars ($10,000) or more, it shall require a special resolution at a general meeting
(b) The spirit of subsection (a) above shall not be circumvented by splitting up a package or project into less then ten thousand dollar ($10,000) lots.
Chair of general meeting
3.5 The following individual is entitled to preside as the chair of a general meeting:
(a) the individual, if any, appointed by the Board to preside as the chair;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
(i) the president,
(ii) the vice-president, if the president is unable to preside as the chair, or
(iii) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.
Alternate chair of general meeting
3.6 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 present must elect an individual present at the meeting to preside as the chair.
3.7 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 present.
Quorum for general meetings
3.8 The quorum for the transaction of business at a general meeting is 8 voting members.
Lack of quorum at commencement of meeting
3.9 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,
(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and
(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and 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
3.10 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 present or until the meeting is adjourned or terminated.
Adjournments by chair
3.11 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 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
3.12 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
3.13 The order of business at a general meeting is as follows:
(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting,
(i) 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,
(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors, and
(iv) appoint an auditor, if any;
(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
(h) terminate the meeting.
Methods of voting
3.14 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
3.15 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.
Remote voting is permitted on special resolutions
3.16 Members may vote for a special resolution at a general meeting by registering that vote in writing or by email to the secretary of society. All such votes must be received by 12:00 pm on day of general meeting where special resolution is to be presented. The secretary will remove any mailed or emailed votes received from members who are also present at meeting. The secretary will then include the remaining votes with votes of members present at meeting. A special resolution is passed if 2/3 or more of all votes cast are in favour.
Matters decided at general meeting by ordinary resolution
3.17 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.
Part 4 – Stewards
Number of directors on Board
4.1 The Society must have no fewer than 3 and no more than 11 stewards.
Election or appointment of stewards
4.2 At each annual general meeting, the voting members entitled to vote for the election or appointment of stewards must elect or appoint the Board.
4.3 A steward shall be elected for a one or two year term; but to ensure continuity on the board, half the stewards will be elected in alternate years for a two year term.
Stewards may fill casual vacancy on Board
4.4 The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a steward during the stewards’ term of office.
Term of appointment of steward filling casual vacancy
4.5 The appointment shall be for the remainder of the term of office of the vacated position.
Part 5 – Stewards’ Meetings
Calling stewards’ meeting
5.1 A stewards’ meeting may be called by the president or by any 2 other stewards.
Notice of stewards’ meeting
5.2 At least 2 days’ notice of a stewards’ meeting must be given unless all the stewards agree to a shorter notice period.
Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a stewards’ meeting to a steward, or the non-receipt of a notice by a steward, does not invalidate proceedings at the meeting.
Conduct of stewards’ meetings
5.4 The stewards may regulate their meetings and proceedings as they think fit.
Quorum of stewards
5.5 The quorum for the transaction of business at a stewards’ meeting is a majority of the stewards.
Part 6 – Board Positions
Election or appointment to Board positions
6.1 Stewards must be elected or appointed to the following Board positions, and a steward, other than the president, may hold more than one position:
Stewards at large
6.2 Stewards who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as stewards at large.
Role of president
6.3 The president is the chair of the Board and is responsible for supervising the other stewards in the execution of their duties.
Role of vice-president
6.4 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.
Role of secretary
6.5 The secretary is responsible for doing, or making the necessary arrangements for, the following:
(a) issuing notices of general meetings and stewards’ meetings;
(b) taking minutes of general meetings and stewards’ meetings;
(c) keeping the records of the Society in accordance with the Act;
(d) conducting the correspondence of the Board;
(e) filing the annual report of the Society and making any other filings with the registrar under the Act.
(f) maintain a register of members
Absence of secretary from meeting
6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.
Role of treasurer
6.7 The treasurer is responsible for doing, or making the necessary arrangements for, the following:
(a) receiving and banking monies collected from the members or other sources;
(b) keeping accounting records in respect of the Society’s financial transactions;
(c) preparing the Society’s financial statements;
(d) making the Society’s filings respecting taxes.
Part 7 – Remuneration of Stewards and Signing Authority
Remuneration of stewards
7.1 These Bylaws do not permit the Society to pay to a steward remuneration for being a steward, but the Society may, subject to the Act, pay remuneration to a steward for services provided by the steward to the Society in another capacity.
7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society
(a) by the president, together with one other steward,
(b) if the president is unable to provide a signature, by the vice-president together with one other steward,
(c) if the president and vice-president are both unable to provide signatures, by any 2 other stewards, or
(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.
Part 8 – ACQUISITION OF LAND
8.1 Prior to acquisition of land by the Society, a general meeting shall be called where:
(a) approval of acquisition shall be made by a special resolution.
(b) a designation shall be placed on the land, or parts of land, which reflect the intention of the Society at the time of the acquisition.
8.3 Initial covenants shall be placed on lands where appropriate to protect the designation, within one year of the actual acquisition. Further covenants can be added for further protection of the environmental integrity of both the lands and the area if deemed necessary. Approval of all covenants must be made by a majority of members at a general meeting.
Part 9 – SALE OF LAND
9.1 Where in the judgment of the board it is the best interests of the Society to sell or transfer land, the proposed sale shall require a special resolution adopted by a general meeting of the Society and, in the notice given to members, it shall describe the lands to be sold or transferred, both by legal description and general description, and shall give the reasons for recommending that such land be sold or transferred.
9.2 Without limiting the foregoing paragraph, it shall be borne in mind by the board of stewards and membership that Society land should not be sold except under extraordinary circumstances.
Part 10 – Borrowing
10.1 In order to carry out the purposes of the Society the stewards may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such a manner as they decide.
Part 11 – Previously Unalterable Part of Constitution
11.1 Land designated inalienable, shall never be sold, mortgaged, exchanged or in any way jeopardized by the society. This provision was previously unalterable.
11.2 The purpose of the society shall be carried out without purpose of gain for its members and any profits or other accretions to the society shall be used for promoting its purposes. This provision was previously unalterable.
11.3 In the event of dissolution of the society, the assets of the society remaining after satisfaction of its debts and liabilities, shall be given or transferred to such organization or organizations promoting the same or similar purposes of this society as may be determined by the members of the society at the time of dissolution; provided that such organization is a registered charity recognized by the Department of National Revenue, Taxation, as qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect. This provision was previously unalterable.