Part 1 — Interpretation
1. In these bylaws, unless the context otherwise requires:
(a) "directors" means the directors of the Association for the time
being;
(b) "Society Act " means the Society Act of British Columbia from time
to time in force and all amendments to it;
(c) "registered address" of a member means the member's address
as recorded in the register of members.
(d) The definitions in the Society Act on the date these bylaws become
effective apply to these bylaws.
(e) "property owner" includes the following persons:
(i) "owners" as defined in the Assessment Act of British
Columbia except those owners exempt from taxation and also except the holders
of foreshore and other water leases.
(ii) persons who are shareholders in a corporation which is the
"owner" of real property according to the provisions of the Assessment Act
provided that such persons are the owners or beneficial owners of a dwelling
upon the land and that the corporation itself is not a member of the Association.
(f) “Special Resolution” is a resolution passed at a meeting of the
Association by a majority of not less than 75% of the members voting at that
meeting or as otherwise permitted.
(g) “meaningful consultation” means that members of the Association
are informed of issues in a timely way, that they have an opportunity to express
their interests and concerns, and that their views are seriously considered when
proposed actions are contemplated.
(h) Words importing the singular include the plural and vice versa,
and words importing a male person include a female person and a corporation.
Part 2 — Membership
2. The members of the Association are the applicants for incorporation of the
Association, and those persons who subsequently become members, in
Filed Date and Time: October 21, 2018 10:41 AM Pacific Time
accordance with these bylaws and, in either case, have not ceased to be
members.
(a) Any Saturna Island property owner.
(b) the spouse of a Saturna Island property owner.
(c) any resident of Saturna Island.
3. A person who is eligible to become a member may apply to the directors
for membership in the Association and on acceptance by directors, along
with payment of membership fees, shall become a member.
4. Every member must uphold the constitution and comply with these
bylaws.
5. 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 Association and are
payable on the 1sts day of January which is the first day of the
Association's fiscal year.
6. A person ceases to be a member of the Association
(a) by delivering his or her resignation in writing to the President
or Corresponding Secretary or by mailing or delivering it to the
address of the Association.
(b) on his or her death or, in the case of a corporation, on
dissolution,
(c) on being expelled by a special resolution, or
(d) on having been a member not in good standing for twelve
consecutive months.
7. (a) A member may be expelled by a special resolution of the members passed
at a general meeting.
(b) The notice of special resolution for expulsion must be accompanied by a
brief statement of the reasons for the proposed expulsion.
(c) 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.
8. 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.
Part 3 — Meetings of Members
9. General meetings of the Association must be held at the time and place, in
accordance with the Society Act, that the directors decide.
10. Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.
11. The directors may, when they think fit, convene an extraordinary general
meeting.
12. (a) 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.
(b) 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.
13. 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.
Part 4 — Proceedings at General Meetings
14. 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 reviewer of the financial records;
(v) the election of directors;
(vi) the appointment of the member who will review the
financial records;
(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.
15. (a) 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.
(b) 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.
(c) A quorum is 5 members present or a greater number that the members
may determine at a general meeting.
16. 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.
17. Subject to bylaw 18, the President of the Association, the Vice President
or, in the absence of both, one of the other directors present, must preside
as chair of a general meeting.
18. 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) any or all of the other directors prsent are unwilling to act as
the chair, the meeting will be adjourned and a new meeting
must be called.
19. (a) 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.
(b) 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.
(c) 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.
20. A resolution proposed at a meeting need not be seconded, and the chair of
a meeting may move or propose a resolution.
21. (a) No member of the Association is entitled to more than one vote.
(b) If the property assessment roll for Saturna Island names more than one
person as the owner of the property then those persons must designate
one of them to be the voting member.
(c) If a Saturna Island property owner and his or her spouse are members of
the Association they shall together have only one vote at any meeting of
the Association unless they are individually the owners of separate
properties on Saturna Island.
(d) Voting is by show of hands and by other means as provided in Clause 22
(e) and (f).
(e) Voting by proxy is permitted if the member has provided authorization in
writing to the Association.
(f) Voting by ballot, mail-in ballot, or email ballot is permitted.
22. 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 Association.
23. (a) The directors may exercise all the powers and do all the acts and things
that the Association 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 Association in a general meeting, but subject,
nevertheless, to
(i) all laws affecting the Association,
(ii) these bylaws, and
(iii) rules, not being inconsistent with these bylaws, that are made
from time to time by the society in a general meeting.
(b) A rule, made by the Association 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.
Part 5 Executive Committee
24. (a) The President, Vice President, Recording Secretary, Corresponding
Secretary, Treasurer and two or more other persons, to a maximum of
nine, are the directors of the Association and shall form the Executive
Committee.
(b) Two directors, while property owners on Saturna Island, may have their
principal residence elsewhere.
(c) An election to the Executive Committee may be by acclimation; otherwise
it must be by ballot.
25. The terms of office Executive Committee shall be as follows:
(a) Three of the directors shall hold office for three years from the date of
incorporation; thereafter must retire from office at the next annual
meeting or be re-elected for another three year term.
(b) Three of the directors shall hold office for two years from the date of
incorporation; thereafter must retire from office at the next annual
meeting or be re-elected for a three year term.
(c) Three of the directors shall hold office for one year from the date of
incorporation; thereafter must retire from office at the next annual
meeting or be re-elected for a three year term.
(d) No director may serve more than three (3) consecutive terms but may
stand for re-election after a two year absence.
26. (a) The Executive Committee may fill a vacancy among the directors until
the conclusion of next annual meeting.
(b) The Executive Committee may establish an annual nominating
committee and the committee will be mandated to seek prospective board
members from the various island neighborhoods.
27. (a) 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.
(b) An act or proceeding of the directors is not invalid merely because there
are less than the prescribed number of directors in office.
28. 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.
29. 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 Association.
Part 6 — Proceedings of the Executive Committee
30. (a) The Executive Committee may meet at the places they think fit to conduct
business, adjourn and otherwise regulate their meetings and proceedings,
as they see fit.
(b) A quorum of the Executive Committee shall be five (5) members.
(c) The president is the chair of all Executive Committee meetings, 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.
(d) Regular meetings of the Executive Committee shall be held at least one
week before each regular meeting of the Association, and at other times at
the discretion of the President.
(e) A special meeting of the Executive Committee shall be held at the request
of any two members of the Executive Committee.
(f) The Executive Committee shall meet at least four times per year, with no
more than four months between meetings.
(g) Notice of meetings of the Executive Committee shall be by telephone call,
fax or email at least one week before the meeting.
(h) Notice of meetings of the Executive Committee shall available to all
members who have provided an email address for that purpose.
31. The Executive Committee shall identify and explore issues which arise
through the year, bring these to the general membership for discussion and
decision when appropriate, shall implement the decisions and policies established
by the Association and shall conduct routine business of the Association, always
recalling that meaningful consultation is an essential purpose of the Association
and keeping the general membership informed of its actions.
32. 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.
33. A director who may be absent temporarily from British Columbia may send or
deliver to the address of the Association a waiver of notice, which may be by
letter, email or fax 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 Association, notice of which has
not been given to that director, if a quorum of the directors is present, are valid
and effective.
34. (a) The Executive Committee may delegate any, but not all, of their powers to
committees consisting of the directors and/or members as they think fit.
(b) 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.
(c) The members of a committee may meet and adjourn as they think proper.
35. (a) Questions arising at a meeting of the Executive Committee and all
committees of Directors must be decided by a majority of votes.
(b) In the case of a tie vote, the chair does not have a second vote and another
vote must be taken. In the event of a continuing tie, the chair shall have a second
vote.
36. A resolution proposed at a meeting of the Executive Committee or committee
of directors need not be seconded, and the chair of a meeting may move or
propose a resolution.
37. A resolution in writing, signed by all the members of the Executive Committee
and placed with the minutes of the Executive Committee, is as valid and effective
as if regularly passed at a meeting of the Executive Committee.
Part 7 Duties of Officers
38. (a) The President presides at all meetings of the Association and the
Executive Committee.
(b) The President is the chief executive officer of the Association and must
supervise the other officers in the execution of their duties.
39. The Vice President must carry out the duties of the president during the
president's absence.
40. (a) The Corresponding Secretary must do the following:
(i) have charge of and conduct the correspondence of the Association;
(ii)issue notices of meetings of the Executive Committee and the Association;
(iii)forward the minutes of meetings of the Association and the Executive
Committee to all members who have provided an email address for that purpose;
and
(iv)maintain an accurate record of the members of the Association, their postal
and email addresses and their status.
(b) The Recording Secretary must do the following:
(i) keep full and accurate minutes of all meetings and the Association and of the
Executive Committee;
(ii) have custody of the common seal of the Association and other records and
documents of the Association except those kept by the Corresponding Secretary
and those required to be kept by the Treasurer.
41. The Treasurer must do the following:
(a) manage the financial affairs of the Association and keep financial records,
including books of account, necessary to comply with the Society Act, and
(b) render financial statements to the directors, Executive Committee members
and others when required.
42. In the absence of the Recording Secretary from a meeting, the directors must
appoint another person to act as recording secretary at the meeting.
Part 8 Seal
43.The directors may provide a common seal for the Association and may destroy
a seal and substitute a new seal in its place.
44. 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 Recording
Secretary or President and Corresponding Secretary or President and Treasurer.
Part 9 Expenditures and Borrowing
45. The Executive Committee may incur expenditures or make commitments on
behalf of the Association up to $1,500.
46. No money shall be borrowed by the Association without the authorization of a
special resolution.
Part 10 Special Provisions
47. At each annual general meeting the Association shall designate a member
who shall be responsible to review the financial records of the Association and its
standing committees and to report to the Association at the following annual
general meeting.
48. The Treasurer shall present a financial statement at each annual general
meeting.
49. Standing committees may be established at general meetings or by the
directors. Each standing committee shall be comprised of at least 2 persons. Each
standing committee which receives and/or disburses funds shall present a
financial statement at each annual general meeting and shall make its financial
records available to the reviewer upon his request.
50. The Corresponding Secretary shall distribute minutes of Executive Committee
meetings and following the annual general meeting to all members who have
provided an email address for that purpose.
51. The President shall produce an Annual Report to all members who have
provided an email address for that purpose and forward it by mail to all other
members.
Part 11 Notices to Members
52. A notice may be given to a member, either personally, or by mail, email or by
fax at the member’s registered address.
53. (a) 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.
(b) A notice sent by email or fax is deemed to have been given on the same day
it was sent, and in proving that the notice has been give, it is sufficient to prove
the notice was properly addressed and sent.
54. Notice of a general meeting must be given to every member shown on the
register of members on the day notice is given. No other person is entitled
to receive notice general meeting.
Part 12 — Bylaws
55. On being admitted to membership, each member is entitled, upon request, a
copy of the constitution and bylaws of the Association.
56. These bylaws must not be altered or added to except by special resolution.
57. The Association shall be non-partisan, non-sectarian and non-racial. The
Association shall seek the cooperation of other community-based
organizations on Saturna Island.
58. The Association shall cooperate with organizations of a similar nature in other
communities to develop coordinated programs based on common interests,
provided that the Association retains its own identity and is bound only by
commitments which it specifically endorses.
59. The Association shall maintain communications with and shall seek the
cooperation of government agencies and representatives as and when
appropriate. This purpose is alterable.
60. In the event that the Society should at any time be wound up or dissolved,
the assets remaining after payment of all debt and liabilities shall be turned over
to a recognized charitable organization in the Province or elsewhere in Canada.
This provision was previously unalterable.
