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Western Canada Photographic Historical Association
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CONTENTS Newsletter Archives Updated weekly
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BYLAWS of the
Western Canada Photographic Historical Association (WCPHA
NOTE These are the standard bylaws from Schedule B of the Province of
British Columbia Society Act and have never been amended or customised) Part
1 Interpretation 1 (1) In these bylaws, unless the
context otherwise requires: "directors" means the directors of the society
for the time being; "Society Act" means the Society
Act of British Columbia from time to time in force and all amendments to
it; "registered address" of a member means the
member's address as recorded in the register of members. (2) The definitions in the Society Act on the date these
bylaws become effective apply to these bylaws. 2 Words importing the singular
include the plural and vice versa, and words importing a male person include
a female person and a corporation. 3 The members of the society are the
applicants for incorporation of the society, and those persons who
subsequently become members, in accordance with these bylaws and, in either
case, have not ceased to be members. 4 A person may apply to the directors
for membership in the society and on acceptance by the directors is a member. 5 Every member must uphold the
constitution and comply with these bylaws. 6 The amount of the first annual
membership dues must be determined by the directors and after that the annual
membership dues must be determined at the annual general meeting of the
society. 7 A person ceases to be a member of
the society (a) by delivering his or her resignation in writing to the
secretary of the society or by mailing or delivering it to the address of the
society, (b) on his or her death or, in the case of a corporation, on
dissolution, (c) on being expelled, or (d) on having been a member not in good standing for 12
consecutive months. 8 (1) A member may be expelled by a
special resolution of the members passed at a general meeting. (2) The notice of special resolution for expulsion must be
accompanied by a brief statement of the reasons for the proposed expulsion. (3) The person who is the subject of the proposed resolution for
expulsion must be given an opportunity to be heard at the general meeting
before the special resolution is put to a vote. 9 All members are in good standing
except a member who has failed to pay his or her current annual membership
fee, or any other subscription or debt due and owing by the member to the
society, and the member is not in good standing so long as the debt remains
unpaid. 10 General meetings of the society
must be held at the time and place, in accordance with the Society Act, that
the directors decide. 11 Every general meeting, other than
an annual general meeting, is an extraordinary general meeting. 12 The directors may, when they think
fit, convene an extraordinary general meeting. 13 (1) Notice of a general meeting
must specify the place, day and hour of the meeting, and, in case of special
business, the general nature of that business. (2) The accidental omission to give notice of a meeting to, or
the non-receipt of a notice by, any of the members entitled to receive notice
does not invalidate proceedings at that meeting. 14 The first annual general meeting
of the society must be held not more than 15 months after the date of
incorporation and after that an annual general meeting must be held at least
once in every calendar year and not more than 15 months after the holding of
the last preceding annual general meeting. 15 Special business is (a) all business at an extraordinary general meeting except the
adoption of rules of order, and (b) all business conducted at an annual general meeting, except
the following: (i) the adoption of rules of order; (ii) the consideration of the financial statements; (iii) the report of the directors; (iv) the report of the auditor, if any; (v) the election of directors; (vi) the appointment of the auditor, if required; (vii) the other business that, under these bylaws, ought to be
conducted at an annual general meeting, or business that is brought under
consideration by the report of the directors issued with the notice convening
the meeting. 16 (1) Business, other than the
election of a chair and the adjournment or termination of the meeting, must
not be conducted at a general meeting at a time when a quorum is not present. (2) If at any time during a general meeting there ceases to be a
quorum present, business then in progress must be suspended until there is a
quorum present or until the meeting is adjourned or terminated. (3) A quorum is 3 members present or a greater number that the
members may determine at a general meeting. 17 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, must be terminated, but in any other
case, it must 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. 18 Subject to bylaw 19, the president
of the society, the vice president or, in the absence of both, one of the
other directors present, must preside as chair of a general meeting. 19 If at a general meeting (a) there is no president, vice president or other director
present within 15 minutes after the time appointed for holding the meeting,
or (b) the president and all the other directors present are
unwilling to act as the chair, the members present must choose one of their number to be the
chair. 20 (1) A general meeting may be
adjourned from time to time and from place to place, but business must not be
conducted at an adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place. (2) When a meeting is adjourned for 10 days or more, notice of
the adjourned meeting must be given as in the case of the original meeting. (3) Except as provided in this bylaw, it is not necessary to
give notice of an adjournment or of the business to be conducted at an
adjourned general meeting. 21 (1) A resolution proposed at a
meeting need not be seconded, and the chair of a meeting may move or propose
a resolution. (2) In the case of a tie vote, the chair does not have a casting
or second vote in addition to the vote to which he or she may be entitled as
a member, and the proposed resolution does not pass. 22 (1) A member in good standing
present at a meeting of members is entitled to one vote. (2) Voting is by show of hands. (3) Voting by proxy is not permitted. 23 A corporate member may vote by its
authorized representative, who is entitled to speak and vote, and in all
other respects exercise the rights of a member, and that representative must
be considered as a member for all purposes with respect to a meeting of the
society. 24 (1) The directors may exercise all
the powers and do all the acts and things that the society may exercise and do,
and that are not by these bylaws or by statute or otherwise lawfully directed
or required to be exercised or done by the society in a general meeting, but
subject, nevertheless, to (a) all laws affecting the society, (b) these bylaws, and (c) rules, not being inconsistent with these bylaws, that are
made from time to time by the society in a general meeting. (2) A rule, made by the society in a general meeting, does not
invalidate a prior act of the directors that would have been valid if that
rule had not been made. 25 (1) The president, vice president,
secretary, treasurer and one or more other persons are the directors of the
society. (2) The number of directors must be 5 or a greater number
determined from time to time at a general meeting. 26 (1) The directors must retire from
office at each annual general meeting when their successors are elected. (2) Separate elections must be held for each office to be
filled. (3) An election may be by acclamation, otherwise it must be by
ballot. (4) If a successor is not elected, the person previously elected
or appointed continues to hold office. 27 (1) The directors may at any time
and from time to time appoint a member as a director to fill a vacancy in the
directors. (2) A director so appointed holds office only until the
conclusion of the next annual general meeting of the society, but is eligible
for re-election at the meeting. 28 (1) If a director resigns his or
her office or otherwise ceases to hold office, the remaining directors must
appoint a member to take the place of the former director. (2) An act or proceeding of the directors is not invalid merely
because there are less than the prescribed number of directors in office. 29 The members may, by special
resolution, remove a director, before the expiration of his or her term of
office, and may elect a successor to complete the term of office. 30 A director must not be remunerated
for being or acting as a director but a director must be reimbursed for all
expenses necessarily and reasonably incurred by the director while engaged in
the affairs of the society. 31 (1) The directors may meet at the
places they think fit to conduct business, adjourn and otherwise regulate
their meetings and proceedings, as they see fit. (2) The directors may from time to time set the quorum necessary
to conduct business, and unless so set the quorum is a majority of the
directors then in office. (3) The president is the chair of all meetings of the directors,
but if at a meeting the president is not present within 30 minutes after the
time appointed for holding the meeting, the vice president must act as chair,
but if neither is present the directors present may choose one of their
number to be the chair at that meeting. (4) A director may at any time, and the secretary, on the
request of a director, must, convene a meeting of the directors. 32 (1) The directors may delegate
any, but not all, of their powers to committees consisting of the director or
directors as they think fit. (2) A committee so formed in the exercise of the powers so
delegated must conform to any rules imposed on it by the directors, and must
report every act or thing done in exercise of those powers to the earliest
meeting of the directors held after the act or thing has been done. 33 A committee must elect a chair of
its meetings, but if no chair is elected, or if at a meeting the chair is not
present within 30 minutes after the time appointed for holding the meeting,
the directors present who are members of the committee must choose one of
their number to be the chair of the meeting. 34 The members of a committee may
meet and adjourn as they think proper. 35 For a first meeting of directors
held immediately following the appointment or election of a director or
directors at an annual or other general meeting of members, or for a meeting
of the directors at which a director is appointed to fill a vacancy in the
directors, it is not necessary to give notice of the meeting to the newly
elected or appointed director or directors for the meeting to be constituted,
if a quorum of the directors is present. 36 A director who may be absent
temporarily from British Columbia may send or deliver to the address of the society
a waiver of notice, which may be by letter, telegram, telex or cable, of any
meeting of the directors and may at any time withdraw the waiver, and until
the waiver is withdrawn, (a) a notice of meeting of directors is not required to be sent
to that director, and (b) any and all meetings of the directors of the society, notice
of which has not been given to that director, if a quorum of the directors is
present, are valid and effective. 37 (1) Questions arising at a meeting
of the directors and committee of directors must be decided by a majority of
votes. (2) In the case of a tie vote, the chair does not have a second
or casting vote. 38 A resolution proposed at a meeting
of directors or committee of directors need not be seconded, and the chair of
a meeting may move or propose a resolution. 39 A resolution in writing, signed 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. 40 (1) The president presides at all
meetings of the society and of the directors. (2) The president is the chief executive officer of the society
and must supervise the other officers in the execution of their duties. 41 The vice president must carry out the
duties of the president during the president's absence. 42 The secretary must do the
following: (a) conduct the correspondence of the society; (b) issue notices of meetings of the society and directors; (c) keep minutes of all meetings of the society and directors; (d) have custody of all records and documents of the society
except those required to be kept by the treasurer; (e) have custody of the common seal of the society; (f) maintain the register of members. 43 The treasurer must (a) keep the financial records, including books of account,
necessary to comply with the Society Act, and (b) render financial statements to the directors, members and
others when required. 44 (1) The offices of secretary and treasurer
may be held by one person who is to be known as the secretary treasurer. (2) If a secretary treasurer holds office, the total number of
directors must not be less than 5 or the greater number that may have been
determined under bylaw 25 (2). 45 In the absence of the secretary
from a meeting, the directors must appoint another person to act as secretary
at the meeting. 46 The directors may provide a common
seal for the society and may destroy a seal and substitute a new seal in its
place. 47 The common seal must be affixed
only when authorized by a resolution of the directors and then only in the
presence of the persons specified in the resolution, or if no persons are
specified, in the presence of the president and secretary or president and
secretary treasurer. 48 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 the manner they
decide, and, in particular but without limiting that power, by the issue of
debentures. 49 A debenture must not be issued
without the authorization of a special resolution. 50 The members may, by special
resolution, restrict the borrowing powers of the directors, but a restriction
imposed expires at the next annual general meeting. 51 This Part applies only if the
society is required or has resolved to have an auditor. 52 The first auditor must be
appointed by the directors who must also fill all vacancies occurring in the
office of auditor. 53 At each annual general meeting the
society must appoint an auditor to hold office until the auditor is
re-elected or a successor is elected at the next annual general meeting. 54 An auditor may be removed by
ordinary resolution. 55 An auditor must be promptly
informed in writing of the auditor's appointment or removal. 56 A director or employee of the
society must not be its auditor. 57 The auditor may attend general
meetings. 58 A notice may be given to a member,
either personally or by mail to the member at the member's registered
address. 59 A notice sent by mail is deemed to
have been given on the second day following the day on which the notice is
posted, and in proving that notice has been given, it is sufficient to prove
the notice was properly addressed and put in a Canadian post office
receptacle. 60 (1) Notice of a general meeting
must be given to (a) every member shown on the register of members on the day notice
is given, and (b) the auditor, if Part 10 applies. (2) No other person is entitled to receive a notice of a general
meeting. 61 On being admitted to membership,
each member is entitled to, and the society must give the member without
charge, a copy of the constitution and bylaws of the society. 62 These bylaws must not be altered
or added to except by special resolution. WESTERN CANADA PHOTOGRAPHIC HISTORICAL ASSOCIATION, BOX
78082, 1755 EAST BROADWAY, VANCOUVER BC V5N 1W0 |
