Constitution & Bylaws

January 26, 2006
Qualicum Beach Family History Society

CONSTITUTION

1. The name of the society is QUALICUM BEACH FAMILY HISTORY SOCIETY, hereinafter known as “the society”.

2. The purposes of the society are:

(a) To promote the study of genealogy and genealogical research;

(b) To encourage accurate, ethical and thorough research principles and techniques;

(c) To maintain a library for the collection and preservation of information and artefacts pertaining to genealogy and local history;

(d) To publish a regular newsletter containing genealogical and historical information;

(e) To establish friendly relations with other organizations and genealogical societies for the exchange of ideas, information and the promotion of common interests;

(f) To promote workshops, seminars and similar learning situations pertaining to genealogical research that may be useful to members and others in the community

3. Upon dissolution of the society, all unused gaming funds and assets purchased with gaming funds shall be transferred to another eligible charitable organization or to other eligible charitable organizations in British Columbia, as directed by the resolution of dissolution, or shall be transferred to the Minister of Finance in the event the resolution of dissolution does not specify any such eligible charitable organization or organizations. This provision is unalterable.

March 16.2004

BYLAWS

Part 1 – Interpretation

(1) In these by-laws, unless otherwise stated:

(a) “Executive committee” means the members of the executive committee of the society 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;

Part 2 – Membership

(1) Membership in the society shall be open to all persons who are interested in the purposes for which the society exists.

(2) Application for membership shall be made in writing on the society’s pre-printed membership form.

(3) New memberships shall be accepted at monthly meetings, annual general meetings and at the society’s library.

(4) Membership dues shall be reviewed from time to time by the executive committee, and changes may be proposed as the society’s needs change.

(5) Any changes in membership dues shall be made only with the approval of the members present at a general meeting.

(6) Membership commences on the first day of January in any year and runs for the full calendar year.

(7) A person ceases to be a member of the society:

(a) If membership dues are not paid by the first day of January;

(b) On his or her death;

(8) (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 expulsion.

(c) The person who is the subject to 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 any 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) New members joining the society at any time before the first day of January shall pay the current full year’s membership dues.

(11) New members joining the society at any time before the first day of January shall be entitled to receive all back copies of the current year’s newsletters.

(12) Every member is obliged to uphold the society’s constitution and comply with its by-laws.

Part 3 – Meetings of Members

(1) General meetings of the society must be held at the time and place, in accordance with the Society Act, that the executive committee decides.

(2) The executive committee, or a quorum of the members in good standing, may, when they think fit, convene an extraordinary general meeting.

(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.

(3) The first annual general meeting 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

(1) 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 election of directors;

(v) The other business that, under these by-laws, 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.

(2) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting if a quorum is not present.

(3) 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.

(4) A quorum is 15%, but not less than 15 of the members in good standing.

(5) 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 the members, must be terminated, but in any case, it must stand adjourned until 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.

(6) Subject to Section 7 of Part 4, the president, or in the absence of the president, the vice-president, or in the absence of both, one of the other executive committee members must preside as chair of a general meeting.

(7) If at a general meeting:

(a) There is no president, vice-president, or other executive member present within 15 minutes after the time appointed for holding the meeting; or

(b) The president and all the other executive committee members are unwilling to act as the chair; then the members present must choose one of their number to be the chair.

(8) 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.

(9) When a meeting is adjourned for 10 days or more, notice of the adjournment meeting must be given as in the case of the original meeting.

(10) Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

(11) A resolution proposed at a meeting need not be seconded, and the chair of the meeting may move or propose a resolution.

(12) 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 have been entitled as a member, and the proposed resolution does not pass.

(13) Every member in good standing present at a meeting of members is entitled to one vote.

(14) Voting is by a show of hands.

(15) Voting by proxy is not permitted.

Part 5 – Directors

(1) The society shall be administered by an executive committee consisting of the directors.

(2) The directors shall include the president, vice-president, secretary, treasurer and past-president.

(3) The number of directors must be five (5) or a greater number as may be determined from time to time by the executive committee for the efficient operation of the society.

(4) Each director shall be elected for a two (2) year term, except that one half of the directors of the initial election shall be elected for a term expiring at the first annual general meeting following the initial election and one half of the directors shall be elected for a term expiring at the second annual general meeting following the initial election, but thereafter all directors shall be elected for the two year term.

(5) All directors shall be eligible for re-election on completion of their terms of office.

(6) Elections for retiring directors shall be held at each annual general meeting.

(7) Separate elections must be held for each office filled.

(8) An election may be by acclamation; otherwise it must be by show of hands or by ballot.

(9) If a successor is not elected, the person previously elected or appointed continues to hold office if they so wish.

(10) The executive committee may at any time and from time to time appoint a member to fill a vacancy.

(11) 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.

(12) If a director resigns his or her office or otherwise ceases to hold office, the executive committee may appoint a member to take his or her place.

(13) An act or proceeding of the executive committee is not invalid merely because there are less than the prescribed numbers in office.

(14) The general membership may, by special resolution, remove a director before his or her term of office, and may elect a successor to complete the term of office.

(15) A director must not be remunerated for being or acting on the committee, but may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the society.

(16) If more than fifty percent (50%) of the members of the executive committee resign at one time, new members shall be drawn from the general membership to carry on until the conclusion of the next annual general meeting.

(17) The executive committee 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 by-laws 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 by-laws; and

(c) Rules, not being inconsistent with these by-laws, that are made from time to time by the society in a general meeting.

(18) A rule made by the society in a general meeting does not invalidate a prior act of the executive committee that would have been valid if that rule had not been made.

Part 6 – Proceedings of the Executive Committee

(1) The executive committee may meet to conduct their business at a place and time they see fit.

(2) The executive committee may from time to time set the quorum necessary to conduct business, and unless so set, the quorum is to be a majority of the members then in office.

(3) The president is the chair of all meetings of the executive committee, but if he or she is not present within 30 minutes after the time appointed for holding the meeting, the vice-president must act as chair, but if both are not present, the executive committee members present may chose one of their number to be the chair at that meeting.

(4) Any member of the executive committee may at any time request a meeting.

Part 7 – Duties of the Directors

(1) The president presides at all meetings of the society and of the executive committee.

(2) The president is the chief executive officer of the society and must supervise the other directors in the execution of their duties.

(3) The vice-president must carry out the duties of the president during the president’s absence.

(4) The secretary must:

(a) Keep minutes of all meetings of the society and executive meetings;

(b) Have custody of all records and documents of the society except those required to be kept by the treasurer;

(5) The treasurer must:

(a) Keep the financial records, including books of account necessary to comply with the Society Act;

(b) Render financial statements to the executive committee, members and others when required.

(6) The past-president shall provide advice and assistance to the other members of the executive committee in relation to the execution of their duties.

(7) In the absence of the secretary from a meeting, the executive committee must appoint another person to act as secretary at the meeting.

(8) If a secretary-treasurer holds office, the total number of directors must not be less than five (5) or the greater number that may have been determined under By-law Section 4 of Part 5.

Part 8 – Other Duties

(1) Gaming Funds Manager:

(a) To comply with provincial government regulations, the gaming funds manager must be a member of the executive committee.

(2) Head Librarian:

(a) A volunteer from the general membership or executive committee shall be the head librarian in charge of the society’s library.

Part 9 – Finance

(1) The bank signing officers shall be the president, vice-president, secretary, and treasurer. Any two of these officers must sign all cheques for the distribution of the society’s funds.

Part 10 – Borrowing

(1) 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 for any borrowing authorized by a special resolution of the members at a general meeting of the society, and, in particular but without limiting that power, by the issue of debentures.

Part 11 – Notices to Members

(1) A notice of a general meeting or annual general meeting may be given to a member either personally or by mail to the member at the member’s registered address.

(2) 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.

(3) Notice of a general meeting must be given to:

(a) Every member shown on the register of members on the day notice is given.

(b) No other person is entitled to receive a notice of a general meeting.

Part 12 – Dissolution

(1) The society may be dissolved by a special resolution passed by not less than three-quarters (3/4) of those members present at a meeting called for the purpose, for which 28 days’ prior notice had been given in writing. Such a resolution shall give instruction for the disposal of any assets held by the society after all debts and liabilities have been paid.

Part 13 – By-laws

(1) On being admitted to membership, each member is entitled to, and the society must give to the member without charge, a copy of the constitution and by-laws of the society.

(2) These by-laws must not be altered or added to except by special resolution.

Dated: May 10, 2004

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