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Part 1 -- Interpretation |
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1 |
(1) |
In these bylaws, unless the context otherwise requires: |
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"directors" means the directors of the society for the time being; |
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"Society Act" means the Society Act of British Columbia from time
to time in force and all amendments to it; |
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"registered address" of a member means the member's address as recorded in the
register of members. |
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(2) |
The definitions in the Society Act on the date these bylaws
become effective apply to these bylaws. |
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2 |
Words importing the singular include the plural and vice versa, and words
importing a male person include a female person and a corporation. |
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Part 2 -- Membership |
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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. |
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4 |
(1) |
Any person with an interest in scale model railroading and in particular in
building and exhibiting a modular railway display may apply to the directors for membership in the
society in one of the following classes: |
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(a) |
Active - 16 years of age or older, required to build an acceptable module within
one year of membership and must participate in public exhibits with it, entitled to first right to
work on and operate the layout. |
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(b) |
Supporting - 16 years of age or older, not required to build a module, entitled to
work on and operate the layout. |
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(c) |
Junior - up to 16 years of age, not required to pay initiation or membership fee
but must be accompanied by a parent who is a paid up active or supporting member. |
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(2) |
An active member will revert to a supporting membership if he or she
declines to exhibit their module in public exhibits for more than four consecutive shows. |
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(3) |
The applicant shall become a member of the society upon: |
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(a) |
acceptance by the directors, |
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(b) |
payment of an initiation fee, |
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(c) |
payment of an annual membership fee, and |
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(d) |
completion of a three month probation period. |
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(4) |
The directors may appoint honorary members (not to exceed ten) to the
society for one year or life who have made a noteworthy contribution to the society while not
being a member. Such honorary members to enjoy the rights of a supporting member of the
society, except for the obligation to pay the annual membership fee and the right to vote. |
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5 |
Every member must uphold the constitution, comply by these bylaws and
comply by the membership responsibilities as set by the society. |
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6 |
(1) |
The amount of the membership initiation fee and the first annual membership
fee must be determined by the directors and after that the annual membership fee must be
determined at the annual general meeting of the society. |
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(2) |
It is the responsibility of the member to pay the annual membership fee
within three months of being accepted for membership and thereafter before each annual general
meeting. |
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(3) |
If circumstances arise where the membership fee cannot be paid before the
annual general meeting, the member must notify the society directors and make special
arrangements for its payment. |
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7 |
A person ceases to be a member of the society |
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(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, |
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(b) |
on his or her death or, in case of a corporation, on dissolution, |
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(c) |
on being expelled, or |
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(d) |
on having been a member not in good standing for six consecutive
months. |
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8 |
(1) |
A member may be expelled by a special resolution of the members passed at a
general meeting. |
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(2) |
The notice of special resolution for expulsion must be accompanied by a brief
statement of the reasons for the proposed expulsion. |
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(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. |
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9 |
(1) |
All members are in good standing except a member who has: |
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(a) |
failed to pay his or her current annual membership fee by the time of the annual general
meeting and has not made special arrangements as per Bylaw 6 Part (3), |
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(b) |
any other subscription or debt due and owing to the society. |
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(2) |
A member not in good standing will have their membership privileges
revoked or amended at the discretion of the society directors until they become a member in
good standing again. |
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Part 3 -- Meetings of Members |
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10 |
General meetings of the society must be held at the time and place, in
accordance with the Society Act, that the directors decide. |
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11 |
Every general meeting, other than an annual general meeting, is an
extraordinary general meeting. |
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12 |
The directors may, when they think fit, convene an extraordinary general
meeting. |
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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. |
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(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. |
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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. |
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Part 4 -- Proceedings at General Meeting |
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15 |
Special Business is |
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(a) |
all business at an extraordinary general meeting except the adoption of rules of order,
and |
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(b) |
all business conducted at an annual general meeting, except the following: |
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(i) the adoption of rules of order; |
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(ii) the consideration of the financial statements; |
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(iii) the report of the directors; |
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(iv) the report of the auditor, if any; |
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(v) the election of directors; |
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(vi) the appointment of the auditor, if required; |
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(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. |
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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. |
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(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. |
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(3) |
A quorum is 3 members present or a greater number that the members may
determine at a general meeting. |
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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. |
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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. |
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19 |
If at a general meeting |
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(a) |
there is no president, vice president or other director present within 15 minutes after the
time appointed for holding the meeting, or |
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(b) |
the president and all the other directors present are unwilling to act as the chair, |
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the members present must choose one of their number to be the chair. |
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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. |
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(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. |
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(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. |
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21 |
(1) |
A resolution proposed at a meeting need not be seconded, and the chair of a
meeting may move or propose a resolution. |
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(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. |
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(3) |
Unless a contrary provision is contained in these Bylaws or in the Society
Act, any meeting of the society, whether of the members, directors or of any committee, shall be
governed by Robert's Rules of order. |
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22 |
(1) |
A member in good standing present at a meeting of members is entitled to one
vote. |
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(2) |
Voting is by show of hands. |
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(3) |
Voting by proxy is not permitted. |
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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. |
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Part 5 -- Directors and Officers |
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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 statute or otherwise lawfully
directed or required to be exercised or done by the society in a general meeting, but subject,
nevertheless, to |
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(a) all laws affecting the society, |
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(b) these bylaws, and |
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(c) rules, not being inconsistent with these bylaws, that are made from time to time by the
society in a general meeting. |
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(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. |
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25 |
(1) |
The president, vice president, secretary, treasurer and activity coordinator are
the directors of the society. |
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(2) |
The number of directors must be 5 or a greater number as determined at the
annual general meeting. |
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26 |
(1) |
The directors must retire from office at each annual general meeting when
their successors are elected. |
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(2) |
Separate elections must be held for each office to be filled. |
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(3) |
An election may be by acclamation, otherwise it must be by ballot. |
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(4) |
If a successor is not elected, the person previously elected or appointed
continues to hold office. |
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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. |
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(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. |
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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. |
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(2) |
An act or proceeding of the directors is not invalid merely because there are
less than the prescribed number of directors in office. |
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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. |
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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. |
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Part 6 -- Proceedings of Directors |
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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. |
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(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. |
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(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. |
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(4) |
A director may at any time, and the secretary, on the request of a director,
must, convene a meeting of the directors. |
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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. |
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(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. |
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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. |
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34 |
The members of a committee may meet and adjourn as they think
proper. |
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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. |
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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, |
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(a) |
a notice of meeting of directors is not required to be sent to that director, and |
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(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. |
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37 |
(1) |
Questions arising at a meeting of the directors and committee of directors
must be decided by a majority of votes. |
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(2) |
In the case of a tie vote, the chair does not have a second or casting
vote. |
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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. |
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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. |
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Part 7 -- Duties of Officers |
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40 |
The president is the chief executive officer of the society and must: |
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(a) |
preside at meetings of the society and of the directors, |
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(b) |
supervise the other officers in the execution of their duties, |
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(c) |
act as public relations for the society. |
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41 |
The vice-president must: |
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(a) |
carry out the duties of the president during the president's absence; |
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(b) |
organize monthly meetings and clinics. |
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42 |
The secretary must do the following: |
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(a) |
conduct the correspondence of the society; |
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(b) |
issue notices of meetings of the society and directors; |
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(c) |
keep minutes of all meetings of the society and directors; |
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(d) |
have custody of all records and documents of the society except those required to be kept
by the treasurer; |
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(e) |
have custody of the common seal of the society; |
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(f) |
maintain the register of members. |
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(g) |
make up new member information packages. |
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43 |
The treasurer must |
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(a) |
keep the financial records, including books of account, necessary to comply with the
Society Act, and |
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(b) |
render financial statements to the directors, members and others when required. |
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44 |
(1) |
The offices of secretary and treasurer may be held by one person who is to be
known as the secretary treasurer. |
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(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). |
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45 |
In the absence of the secretary from a meeting, the directors must appoint
another person to act as secretary at the meeting. |
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46 |
The activity coordinator must: |
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(a) |
organize society participation in shows; |
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(b) |
organize society social functions. |
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Part 8 -- Seal |
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47 |
The directors may provide a common seal for the society and may destroy a
seal and substitute a new seal in its place. |
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48 |
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. |
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Part 9 -- Borrowing and Spending |
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49 |
If in order to carry out the purposes of the society funds must be borrowed,
authorization by means of special resolution must be procured from the membership. |
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50 |
A debenture must not be issued without the authorization of a special
resolution. |
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51 |
Any spending of the society's funds which is greater than that as approved by
the members at the annual general meeting, requires the authorization of the members by means of
a special resolution. |
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52 |
(1) |
The three directors with signing power are the president, vice-president and
treasurer. |
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(2) |
Two of the three signatures are required for the signing of society
cheques. |
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Part 10 -- Auditor |
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53 |
This Part applies only if the society is required or has resolved to have an
auditor. |
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54 |
The first auditor must be appointed by the directors who must also fill all
vacancies occurring in the office of auditor. |
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55 |
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. |
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56 |
An auditor may be removed by ordinary resolution. |
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57 |
An auditor must be promptly informed in writing of the auditor's appointment
or removal. |
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58 |
A director or employee of the society must not be its auditor. |
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59 |
The auditor may attend general meetings. |
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Part 11 -- Notices to Members |
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60 |
A notice may be given to a member, either personally or by mail to the
member at the member's registered address. |
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61 |
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 that the notice was properly addressed and put in a Canadian post office
receptacle. |
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62 |
(1) |
Notice of a general meeting must be given to |
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(a) |
every member shown on the register of members on the day notice is given, and |
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(b) |
the auditor, if Part 10 applies. |
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(2) |
No other person is entitled to receive a notice of a general meeting. |
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Part 12 -- Bylaws |
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63 |
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. |
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64 |
These bylaws must not be altered or added to except by special resolution.
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