PART 1 – DEFINITIONS AND INTERPRETATION

Definitions
.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time.
“Board” means the directors of the Society.
“Bylaws” means these Bylaws as altered from time to time.

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

Classes of Members
.1 An “ordinary member” is an individual person who
(a) either
(i) resides or owns property within the boundaries of the Society, or
(ii) is a lifetime member of the Dover Community Association prior to its
registration as a Society who still resides within the boundaries of the
Society, and
(b) is a member in good standing of the Society.
.2 An “associate member” is
(a) either
(i) a previous ordinary member who now resides outside the boundaries of the
Society, or
(ii) a resident or property owner of Nanaimo who resides outside the
boundaries of the Society and any other active Nanaimo Neighbourhood
Association, and
(b) is a member in good standing of the Society.
.3 A “corporate member” is a business or institution that
(a) is located within the boundaries of the Society,
(b) has designated one individual person to speak on behalf of that business or institution
and to cast its vote, and
(c) is a member in good standing of the Society.

Membership
2.4 Members must qualify as ordinary, associate, or corporate members who
(a) if they are ordinary or associate members, are at least 18 years of age, or
(b) if they are corporate members, are businesses or institutions active within the borders
of the Society.
.5 An “ordinary member” or a “corporate member” has the right to take part in any Society
activities and to vote.
.6 An “associate member” has the right to take part in any Society activities, but not to vote.
.7 A voting member of the Society has only one vote.
.8 Membership in the Society shall not be transferable and shall cease upon the death of a
member or dissolution of a corporate member, or if by notice in writing to the Society, the
member resigns, or if the member ceases to qualify for membership in accordance with
these bylaws.
Application for membership
.9 A person may apply to the Board for membership in the Society, and the person becomes a
member on the Board’s acceptance of the application.
Duties of members
.10 All members must
(a) uphold the constitution of the Society and must comply with these Bylaws, and
(b) inform the Secretary in writing of their up-to-date address and e-mail address (if any)
and telephone number (if any) for the purpose of receiving notices from the Society.
Amount of membership dues
.11 The amount of the first annual membership dues, if any, must be determined by the Board,
and after that the annual membership dues must be determined at the annual general
meeting of the Society.
Member not in good standing
 
.14 A member is not in good standing if the member 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.
Member not in good standing may not vote
.13 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 if member not in good standing
.14 A person’s membership in the Society is terminated if the person is not in good standing
for 6 consecutive months.
 
 
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.
.2 An ordinary or special general meeting of the members called by the Board may be held
at any time and shall be called if requested in writing by 25% of the members.
3.3 An annual general meeting (AGM) of the Society shall be held within three months after
the end of each fiscal year of the Society.
3.4 Seven (7) days’ notice to members is required for an ordinary general or special general
meeting of the members, and one (1) month’s notice is required for an annual general
meeting, specifying the date, place and time of the meeting and in the case of special
business, the nature of such business shall be given to the members.
3.5 Such notice is to be given to the members by means deemed by the Board to be effective,
including the use of newsletters, newspapers, television, radio, public bulletin boards, email
and/or other electronic means.
3.6 The non-receipt of any notice by any member shall not invalidate the proceedings at any
general meeting.

Ordinary business at general meeting
3.7 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
3.8 A notice of a general meeting must 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.

Chair of general meeting
3.9 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
3.10 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.

Quorum required
3.11 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
3.12 The quorum for the transaction of business at a general meeting is 3 voting members or
10% of the voting members, whichever is greater and at least 50% of the quorum must be
ordinary members.
Lack of quorum at commencement of meeting
3.13 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
3.14 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
3.15 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
3.16 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
3.17 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
3.18 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
3.19 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.

Proxy voting not permitted
3.20 Voting by proxy is not permitted.

Matters decided at general meeting by ordinary resolution
.21 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 or by
another resolution having a higher voting threshold than the threshold for an ordinary
resolution.
 

PART 4 – DIRECTORS

Number of directors on Board
4.1 The Society must have no fewer than 3 and no more than 11 directors.

Election or appointment of directors
4.2 At each annual general meeting, the voting members entitled to vote for the election or
appointment of directors must elect or appoint the Board.

Directors may fill casual vacancy on Board
4.3 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 director during the
director’s term of office.

Term of appointment of director filling casual vacancy
4.4 A director appointed by the Board to fill a vacancy ceases to be a director at the end of
the unexpired portion of the term of office of the individual whose departure from office
created the vacancy.


 
PART 5 – DIRECTORS’ MEETINGS

Calling directors’ meeting
5.1 A directors’ meeting may be called by the president or by any 2 other directors.

Notice of directors’ meeting
5.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree
to a shorter notice period.

Proceedings valid despite omission to give notice
5.3 The accidental omission to give notice of a directors’ meeting to a director, or the nonreceipt of a notice by a director, does not invalidate proceedings at the meeting.

Conduct of directors’ meetings
5.4 The directors may regulate their meetings and proceedings as they think fit, except that in
the event of a tie vote, the President may cast the deciding vote.

Quorum of directors
5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the
directors, provided that there are at least three directors in attendance.
 
PART 6 – BOARD POSITIONS

Election or appointment to Board positions
6.1 Directors must be elected or appointed to the following Board positions, and a director
may hold more than one position, except that the positions of President and Vice-
President may not be held by the same person and the same person may not hold more
than two positions:
(a) president,
(b) vice-president,
(c) secretary,
(d) treasurer.

Directors at large
6.2 Directors who are elected or appointed to positions on the Board in addition to the
positions described in these Bylaws are elected or appointed as directors at large.

Role of president
6.3 The president is the chair of the Board and is responsible for supervising the other
directors 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 directors’ meetings;
(b) taking minutes of general meetings and directors’ 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.

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 DIRECTORS AND SIGNING AUTHORITY

Remuneration of directors
7.1 These Bylaws do not permit the Society to pay to a director remuneration for being a
director, but the Society may, subject to the Act, pay remuneration to a director for
services provided by the director to the Society in another capacity.

Signing authority
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 director,
(b) if the president is unable to provide a signature, by the vice-president together
with one other director,
(c) if the president and vice-president are both unable to provide signatures, by any 2
other directors, or
(d) in any case, by one or more individuals authorized by the Board to sign the record
on behalf of the Society.