Constitution and Bylaws

PROVINCE OF BRITISH COLUMBIA SOCIETY ACT

CONSTITUTION

1. The name of the Society is CRANBROOK AND DISTRICT RESTORATIVE JUSTICE SOCIETY

2. The purposes of the Society are:

a.      Provide restorative justice in the community and district;

b.      Provide awareness of restorative justice and restorative practices as a means to repair harm and reconnect individuals within a supportive community;

c.      Support crime reduction through community awareness presentations;

d.     Support community awareness of and support for Human Dignity through restorative practices;

e.      Support community participation in the Humanity Network;

f.       Facilitate the Humanity Network in developing public presentation themes and activities;

g.      Support community awareness of, and support for, Human Dignity through presentations and opportunities made available by the Humanity Department of CDRJS and the Humanity Network;

h.     Coordinate with the RCMP in the region as well as the School District, the Ktunaxa Nation, COTR, other ministries and organizations to increase the appropriate and informed use of restorative practices in addressing the harm done to individuals and the community;

i.       Coordinate with the RCMP, the Humanity Network, and the provincial OARH program (Organizing Against Racism and Hate) to provide awareness and reporting protocols for incidents of racism and hate in the community and district;

j.       Provide CJF (Community Justice Forum) training and facilitator certification for potential CJF Facilitators;

k.      Provide training for potential CJF Trainers;

l.       Provide additional opportunities for training and experience which will support the growth of facilitator skills;

m.    Maintain confidentiality within all individuals involved in a restorative justice process or facilitation;

n.     Maintain open and transparent communication within the community concerning the business practices and finances of CDRJS.

Societies Act Chapter 18, Division 1 – Nature of Societies, 2 Purposes

Section 1 -  Definitions

Reference: Societies Act of B.C. - Chapter 18  Part 1 - Definitions

1.1  In these Bylaws:

“Act” refers to BC Societies Act

"alter" includes create, add to, vary and delete;

"bylaws" means the bylaws described in BC Societies Act section 11;

“consensus” is an acceptable resolution, one that can be supported, even if not the "favourite" of each individual.

"constitution" means the constitution described in BC Societies Act section 10;

“criminal record check” is a check done by the RCMP to ensure that the applicant is legally permitted unsupervised access to children and vulnerable adults as per the regulations of the Victim Services and Crime Prevention Division;

"deliver" means deliver in accordance with BC Societies Act section 30;

"delivery address", in relation to the registered office of a Society, means the delivery address of the registered office set out in the statement of the Director’s and registered Office of the Society;

"Director", in relation to a Society, means an individual who has been designated, elected or appointed, as the case may be, in accordance with BC Societies Act section, as a member of the Board of Directors of the Society, regardless of the title by which the individual is called;

“First Directors” of a Society incorporated under the Societies Act are the individuals who are designated as the Society’s Directors on the first statement of Directors and registered office filed with the register under the Societies Act.

“Ex-officio Directors" means those individuals who hold the office of Community Policing Officer, RCMP and First Nations Policing Officer, RCMP.

"file", in relation to a record that must or may be filed with the registrar, means file the record in accordance with BC Societies Act section 209 (1) ;

"AGM" means an AGM of the members of a Society, Annual AGM or AGM;

"mailing address", in relation to the registered office of a Society, means the mailing address of the registered office set out in the statement of Directors and registered office of the Society;

"Member", in relation to a Society, means

(a) an applicant for the incorporation of the Society who remains a member of the Society, and

(b) a person who becomes, in accordance with the bylaws, a member of the Society and who remains a member of the Society;

“officer term" means the time between the first Directors’ meeting following an annual AGM and the first Directors’ meeting following the immediate next annual AGM;

"ordinary resolution" means a resolution passed at an AGM by consensus of voting members present;

"Project Coordinator", in relation to a Society, means an individual appointed by the Directors of the Society under BC Societies Act section 61 (1);

"property" includes rights and interests;

"publish", in relation to notice that must or may be published by the registrar, means publish notice in accordance with BC Societies Act section 211;

“registered address" of a member means the member’s address as recorded in the register of members;

"Society" means

(a) a Society that is incorporated, amalgamated, continued or converted under the BC Societies Act, or

(b) a pre-existing Society;

"special resolution" means any of the following:

(a) a resolution accepted at an AGM by a quorum of members present;

(b) a resolution accepted in writing by a quorum of members present;

"statement of Directors and registered office" means the statement of Directors and registered office described in BC Societies Act section 12;

"Voting Member" means a member of a Society who has the right to participate in consensus or a vote under BC Societies Act section 84 (1) .

Definitions in Act apply

1.2  The definitions in the Act apply to these Bylaws

Conflict with Act or Regulations

Section 2 ‐ Members

2.1 The members of the Society are the applicants for incorporation of the Society and those persons who subsequently have become members, in accordance with these bylaws, and, in either case, have not ceased to be members.

2.2 Any person over 18 years of age may apply to the Directors for membership in the Society and on acceptance by the Directors is a member.

Duties of Membership

2.3 Every member shall uphold the constitution and comply with:

(a) these bylaws

(b) the Society’s Contract of Confidentiality

(c) the Notification Agreement

(d) maintaining an acceptable Criminal Record Check if working on the Board of Directors or unsupervised access to children and vulnerable adults

(e) the Criminal Record Check would be renewed on a cycle of 3 years (new 2020-03-12)

Termination of Membership

2.4  A member shall cease to be a member of the Society:

(a) by delivering their resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society;

(b) on the death of the member or, in the case of a corporation, on dissolution;

(c) on being expelled.

2.5  A member may be expelled by a special resolution of the members supported by consensus at an AGM

2.6  The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

Section 3 ‐ Meetings –Annual General Meeting (AGM)

Reference: Societies Act of B.C. - Chapter 18  Part 6 – Members and AGMs – Division 2 – General Meetings and Annual Reports

Time and Place of a Annual AGM

3.1  The AGM of the Society shall be held at the time and place in accordance with the Societies Act of B.C.

3.2 Written notice of the date, time and location of an AGM will be sent to every member of the Society:

(a) at least 14 days before the meeting,

(b) not more than 60 days before the meeting,

(c) and in accordance with Section 16 - Notices to Members

3.3  Notice of an AGM shall specify the place, day, and hour of the meeting, and, in case of special business, the general nature of that business.

3.4  The first AGM of the Society shall be held not more than 15 months after the date of incorporation, and after that an AGM shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual meeting.

3.5 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 the proceedings of that meeting.

Ordinary Business of the AGM

3.6  At an AGM, the following business is ordinary business

(a) the adoption of rules of order;

(b) the consideration of financial statements;

(c) the report of the Directors;

(d) the report of the auditor, if any;

(e) the election of the Directors;

(f) the appointment of the auditor, if required; and

(g) business arising out of a report of the Directors not requiring the passing of a special resolution

(h) adjournment

Notice of Special Business in an AGM

3.7  A notice of an AGM 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.

3.8 Business other than the election of a chair and the adjournment of the meeting, must not be conducted at an AGM at a time when a quorum is not present.

Chair of the AGM

3.9 The following individual is entitled to preside as the chair of an AGM:

(a) the individual, if any, appointed by the Board of Directors to preside as the chair;

(b) if the Board of Directors has not appointed an individual to preside as the chair, or the individual appointed by the Board of Directors is unable to preside as the chair, then in order of precedence:

(i) the Chair of the Board of Directors,

(ii) the Vice-Chair (Co-Chair)

(iii) one of the other Directors present

(c) if there is no Chair, Vice-Chair (Co-Chair) or other Director present within 15 minutes after the time appointed for holding the meeting; or

(d) the Chair, Vice-Chair (Co-Chair) and all the other Directors present are unwilling to act as presiding officer, the members present must choose one of their number to be presiding officer.

Quorum Required

3.10 Business, other than the election of the chair of the meeting and the adjournment of the meeting, must not be transacted at an AGM unless a quorum of voting members is present.

Quorum for AGMs

3.11 A quorum is 3 members present.

Lack of Quorum at the Commencement of AGM

3.12 If within 15 minutes from the time appointed for an AGM, a quorum is not present:

(a) in the case of a meeting convened on the requisition of members, the meeting is adjourned, 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,

(c) at the continuation of the adjourned meeting, a quorum is not present within 30 minutes for 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

3.13  If, at any time during an AGM, there ceases to be a quorum of voting members present, the business in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Adjournments by Chair

3.14 The Chair of an AGM may require the adjournment and rescheduling of an AGM  for a later date. No business may be transacted at the continuation of the adjourned meeting other than the business left unfinished at the adjourned meeting.

Notice of the Continuation of Adjourned AGM

3.15  Notice of a continuation of a adjourned AGM and the business remaining to be transacted must be given if the meeting has been adjourned for 30 days or more.

Methods of Voting

Reference: Societies Act of B.C. - Chapter 18  Part 6 – Members and AGMs – Division 3 - Voting

3.16 A member in good standing has the right to participate in decision-making during an AGM.

3.17 At an AGM:  

(a) consensus is used to determine the resolution on all matters requiring the decision of the group.

(b) election of members to the Board of Directors will be done by show of hands or in the case of two or more members applying for the same position, by secret ballot.

(c) in the case of a tie vote on a secret ballot, a second or third ballot will be conducted.

(d) voting via remote means or through a proxy holder is permitted.

Member Proposed Resolution

3.18 Members may propose:

(a) an AGM with the support of 10% of the eligible voting members.

(b) a resolution be entered at an AGM with the support of at least 5% of the eligible voting members present.

(c) a special resolution required passage by 2/3 of the eligible voting members present at the AGM.

(d) an AGM with the support of 10% of the eligible voting members.

(e)  that an AGM need not actually be held if all eligible voting members consent to the business of the AGM.

Participation in AGM via Telephone or Other Technology

3.19 A person who is entitled to participate in an AGM may do so by telephone or other communications medium is all of the persons participating in the meeting, whether by telephone, by other communication medium or in person, are able to communicate with each other.

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Section 4 ‐ Directors

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 1 - Directors

Number and Residency of Directors

4.1 The number of Directors must be 3 or a greater number determined from time to time at an AGM. and at least one of the Directors must be ordinarily resident in British Columbia.

Employment of Directors

4.2 Directors must not receive or be entitled to receive remuneration from the Board of Directors under contracts of employment or contracts for services, other than remuneration for allowable expenses such as travel costs, meals and lodging while conducting approved business of the Board of Directors.

Designation, Election and Appointment of Directors

4.3 A Director previously elected is eligible for re-election.

4.4 At an AGM, the appointment of a Director, may be by acclamation; otherwise the Directors appointed to the Board of Directors are determine by the vote of members entitled to vote.

4.5 The Directors may from time to time appoint a member as a Director to fill a vacancy on the Board of Directors.

4.6 A Director so appointed holds office only until the conclusion of the next Annual AGM of the Society but is eligible for election at that meeting.

4.7 A designation, election or appointment of an individual as a Director is invalid unless:

(a) the individual consents to be a Director of the Board of Directors, or

(b) the designation, election of appointment is made as a meeting which the individual is present and the individual does not refuse, at the meeting, to be a Director.

4.8 The persons holding the office of Community Policing Officer, Cranbrook Detachment, RCMP, and First Nations Policing Officer, Cranbrook Detachment, RCMP, are ex-officio Directors by virtue of their offices. They shall cease to be members of the Board of Directors automatically when their appointments terminate. Other ex-officio Directors may be appointed by the Directors from time to time.

Term of Directors

4.9 At the first General Meeting of the Board of Directors, the Directors elected, appointed or acclaimed will be designated as holding terms of office for two consecutive years.

Qualification of Directors

4.10 A Director of the Board of Directors who is not, or who ceases to be, qualified as defined in section 4.11 or the Societies Act of B.C., will be removed from the Board of Directors.

4.11 A person is disqualified to be a Director of the Board of Directors if they:

(a) are not at least 18 years of age.

(b) fail to provide a Criminal Record Check indicating a history in Canada or elsewhere of financial accountability, no incidents of theft, fraud or bankruptcy, and the ability to work unsupervised and responsibly with children and vulnerable adults, any criminal act which threatened the safety of others.

Section 5 – Changes Respecting Directors

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 2 – Changes Respecting Directors

When a Director Ceases to Hold Office

5.1 A Director of the Board of Directors ceases to hold office when:

(a) the Director’s term of office, if any, expires,

(b) the Director ceases, in accordance with these bylaws, to hold office,

(c) the Director resigns or dies, or

(d) the Director is removed from office in accordance with Bylaw 5.2.

(e) fails to maintain qualifications of a Director as defined in Bylaw 4.11 (b) and (c)

Resignation of Directors

5.2 A Director of the Board of Directors who intends to resign must give their resignation to the Board of Directors in writing and the effect on the later to occur on the following:

(a) the receipt by the Society of the written resignation;

(b) if the written resignation specifies that the resignation is to take effect on a specified date, on a specified date and time or on the occurrence of a specified event,

(i) if the date is specified, the beginning of the day on the specified date,

(ii) if a date and time are specified, the date and time specified, or

(iii) if an event is specified, the occurrence of the event.

Removal of Directors

5.3  A Director of the Board of Directors may be removed for office:

(a) by special resolution, despite any provision of the bylaws, or

(b) without limiting Bylaw 5.3(a), by the method, if any, provided in the Bylaw or Societies Act of B.C.

(c) for failing to attend 3 consecutive Board of Directors Meetings without reasonable notice within a given year

Section 6 – Role of Directors

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 3 – Role of Directors

Functions of Directors

6.1   Subject to this Bylaw, the Directors must manage, or supervise the management of, the activities and internal affairs of the Board of Directors.

Duties of Directors

6.2  A Director of the Board of Directors must, when exercising the powers and performing the functions of of the Board of Directors:

(a) act honestly and in good faith with a view to the best interests of the Board of Directors,

(b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,

(c) act in accordance with this Bylaw and regulations of the Societies Act of B.C., and

6.3 Nothing in a contract or the Bylaws relieves a Director from:

(a) the duty to act in accordance with this Bylaw and regulations of the Societies Act of B.C, or

(b) liability that, by any enactment or rule of law or equity, would otherwise attach to the Director in respect of negligence, default, breach of duty or breach of trust of which the Director may be guilty in relation to the Society.

6.4 the Society will maintain coverage under the Comprehensive General Liability Insurance of the Master Insurance Program of the Government of British Columbia to address:

·       Non-owned Automobile

·       Cross Liability Clause

·       Blanket Contractual

·       World Wide Territory Limits

·       Medical Malpractice

·       Counselling and Consultation Malpractice

·       Directors’ Liability

·       Products and Completed Operations

·       Employees as Additional Insureds

·       Volunteers as Additional Insureds

·       Contingent Employers Liability

Directors Meetings

6.5 The Directors may meet at any location, on any notice and in any manner convenient to the Directors.

Notice of Directors’ Meetings

6.6 At least 2 days notice of a Directors’ Meeting must be given unless all the Directors agree to a shorter notice period.

Proceeding without Notice

6.7 The accidental omission to give notice of a Directors’ meeting to a Director or the non-receipt of a notice by a Director, does not invalidate proceedings at the meeting.

Section 7 – General Meeting Guidelines and Protocols

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 3 – Role of Directors

Venue for Directors’ Meetings

7.1 The Directors may meet together at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings as they see fit.

Quorum of Directors

7.2 The Directors of a Society may pass a Directors' resolution without a meeting if all of the Directors, or lesser number of those Directors, reach consensus on the resolution.

7.3 The minimum number of Directors present, online or in person, is 2 in order to establish a quorum and conduct business, (new change 2020-06-16)

Chairing of the Directors’ Meeting

7.4 The Chair is the chair of all meetings of the Directors, but if at a meeting the Chair is not present within 15 minutes after the time appointed for holding the meeting, the Vice-chair or Co-chair 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.

7.5 A Director may at any time convene a meeting of the Directors, and the secretary, on the request of a Director, must convene a meeting of the Directors.

7.6 A Director will be considered present and included in a quorum if available by way of teleconference, or other electronic communication. As per the conditions of Bylaw 3.18, remote participation is acceptable as long as all of the persons participating in the meeting, remotely and in person, are able to communicate with each other.

Delegation to Committees

7.7 The Directors may delegate any, but not all, of their powers to committees consisting of such persons as the Directors think fit, and may name the committee.

7.8 A committee so formed in the exercise of the powers so delegated, must conform to any rules imposed upon it by the Directors, and must report any act or thing done in exercise of those powers to the earliest meeting of Directors to be held next after it has been done.

7.9 Subject to the instructions of the Directors, the committee shall determine the protocols of the committee.

Section 8 – Appointment to Director Positions on the Board

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 1 – Directors

8.1 Directors must be elected or appointed to the following Board of Directors positions, and a Director, other than the chair, may hold more than one position:

(a) chair;

(b) vice-chair or co-chair;

(c) secretary;

(d) treasurer

8.2 The chair, vice-chair, secretary, treasurer, and one or more other persons are the Directors of the Society.

8.3 The members may, by special resolution, remove a Director before the expiration of their term of office, and may elect a successor to complete the term of office.

Section 9 - Duties of Board Directors

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 3 – Role of Directors

Chair

9.1 The Chair presides at all meetings of the Society and of the Directors unless the members or the Directors decide otherwise.

Vice-Chair or Co-Chair

9.2 The Vice-Chair must carry out the duties of the Chair during their absence.

Secretary

9.3 The Secretary is responsible for doing, or making the necessary arrangement for, the following:

(a) conduct the correspondence of the Society;

(b) issuing notices of AGMs and Directors’ meetings;

(c) ensure minutes of all meetings of the Society and Directors are kept;

(d) maintaining all records and documents of the Society except those required to be kept by the treasurer;

(e) filing the Annual Report of the Society and making any other filings with the registrar under the Act;

(f) maintain the register of members.

(g)  participate in other committees and completion of other tasks as determined by the Board of Directors.

Treasurer

9.4 The Treasurer is responsible for doing, or making the necessary arrangement for, the following:

(a) receiving and banking monies collected from the all sources;

(b) keep the financial records, including books of account, necessary to comply with the Society Act; and

(c) render financial statements to the Directors, members and others when required.

(d) making the Society’s filings respecting taxes;

(e)  participate in other committees and completion of other tasks as determined by the Board of Directors.

Secretary-Treasurer

9.5 The Secretary and Treasurer may be held by one person who shall be known as the Secretary-treasurer.

9.6 Other Directors, if any, shall perform such duties as defined by the Board of Directors.

9.7 The persons holding the positions of secretary and treasurer may, with the approval of the Board of Directors, delegate all or a portion of their duties to such persons who, in the opinion of the Board of Directors, have the necessary skill, experience and ability to perform such functions.

Section 10 – Directors’ Conflicts of Interest

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 4 – Directors’ Conflict of Interest

When Conflict of Interest Applies

10.1 This section applies to a Director of a Society who has a direct or indirect material interest in:

(a) a contract or transaction, or a proposed contract or transaction, of the Society, or

(b) a matter that is or is to be the subject of consideration by the Directors, if that interest could result in the creation of a duty or interest that materially conflicts with that Director's duty or interest as a Director of the Society.

Responsibility of Director

10.2 A Director to whom this section applies must:

(a) disclose fully and promptly to the other Directors the nature and extent of the Director's interest,

(b) abstain from voting on a Directors' resolution or consenting to a consent resolution of Directors in respect of the contract, transaction or matter referred to in Bylaw 10.1,

(c) leave the Directors' meeting, if any,

(i) when the contract, transaction or matter is discussed, unless asked by the other Directors to be present to provide information, and

(ii) when the other Directors vote on the contract, transaction or matter, and

(d) refrain from any action intended to influence the discussion or vote.

10.3 A disclosure under subsection Bylaw (a) must be evidenced in at least one of the following records:

(a) the minutes of a meeting of Directors;

(b) a consent resolution of Directors;

(c) a record addressed to the Directors that is delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the Society.

Potential Outcome

10.4  If all of the Directors of a Society have disclosed under Bylaw 10.2 (a) a direct or indirect material interest, described in Bylaw 10.1, in a contract, transaction or matter,

(a) any or all of the Directors may, despite Bylaw 10.2 (b), vote on a Directors' resolution or consent to a consent resolution of Directors in respect of the contract, transaction or matter, and

(b)Bylaw 10.2 (c) and (d) does not apply.

10.5 Despite Bylaw 10.1, this section does not apply to a Director of a Society in respect of a contract, transaction or matter that relates to:

(a) payment to the Director by the Society of remuneration for being a Director or reimbursement to the Director by the Society of the Director's expenses as described in Bylaw 4.2;

Accountability

10.6   A Director of a Society to whom Bylaw 10.5 applies must pay to the Society an amount equal to any profit made by the Director as a consequence of the Society entering into or performing a contract or transaction unless

(a) the Director discloses the Director's interest in the contract or transaction in accordance with, and otherwise complies with, Bylaw 10.5, and, after the disclosure, the contract or transaction is approved by a Directors' resolution, or

Section 11 — Program Coordinator

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 6 – Program Coordinators

Program Coordinators

11.1 Subject to any restrictions or requirements in the bylaws, the Directors of a Society may appoint one or more Program Coordinators of the Society to exercise the Directors' authority to manage the activities or internal affairs of the Society as a whole or in respect of a principal unit of the Society.

11.2 The appointment of a Program Coordinator does not of itself create any contractual rights, and the removal of a Program Coordinator is without prejudice to any contractual rights, or rights under law, of the Program Coordinator.

11.3 A person who is not qualified under Bylaw 4.4 to be a Director of a Society is not qualified to be a Program Coordinator of the Society.

11.4 Unless the bylaws provide otherwise and subject to Bylaw 4.2, a Director of a Society may be a Program Coordinator of the Society.

11.5 The following provisions apply in relation to a Program Coordinator of a Society as if the Program Coordinator were a Director of the Society:

(a) Bylaw 6.

(b) Section 106 Societies Act of B.C.

Disclosure of Program Coordinator's Interest

11.6 This section applies to a Program Coordinator of a Society who has a direct or indirect material interest in:

(a) a contract or transaction, or a proposed contract or transaction, of the Society, or

(b) a matter that is or is to be the subject of consideration by the Directors, if that interest could result in the creation of a duty or interest that materially conflicts with the Program Coordinator's duty or interest as a Program Coordinator of the Society.

11.7 A Program Coordinator to whom this section applies must:

(a) disclose fully and promptly to the Directors the nature and extent of the Program Coordinator's interest,

(b) if the contract, transaction or matter referred to in Bylaw 12.6 is to be discussed at a Directors' meeting at which the Program Coordinator is present, leave the Directors' meeting:

(i) when the contract, transaction or matter is discussed, unless asked by the Directors to be present to provide information, and

(ii) when the Directors vote on the contract, transaction or matter, and

(c) refrain from any action intended to influence the discussion or vote.

11.8 A disclosure under Bylaw 12.7 must be evidenced in at least one of the following records:

(a) the minutes of a Directors’ Meeting;

(b) a consent resolution of Directors;

Section 12 – Borrowing

Reference: Societies Act of B.C. - Chapter 18  Part 45 – Finance – Division 1 – Investment and Borrowing

Borrowing

12.1 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, and, in particular but without limiting the foregoing, by the issue of debentures.

12.2 No debenture shall be issued without the sanction of a special resolution.

Section 13 ‐ Auditor

Reference: Societies Act of B.C. - Chapter 18  Part 5 – Management – Division 3 – Role of Directors

Auditor

13.1 This Part only applies where the Society is required or has resolved to have an auditor.

13.2 The first auditor must be appointed by the Directors who shall also fill all vacancies occurring in the office of auditor.

13.3 At each annual AGM the Society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual AGM.

13.4 An auditor may be removed by ordinary resolution.

13.5 An auditor must be promptly informed in writing of the auditor’s appointment or removal.

13.6 A Director or employee of the Society must not be its auditor.

Section 14 - Notice to Members of an AGM

Reference: Societies Act of B.C. - Chapter 18  Part 6 – Members and AGMs – Division 2 – AGM and Annual Reports

Notice to Members

14.1 A notice may be given to a member, either personally or by mail to him/her at his/her registered address, or by email to his/her designated email address.

14.2 A notice sent by mail shall be deemed to have been given on the second day following that 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 Canada Post receptacle.

14.3 A notice sent by email shall be deemed to have been given on the day it was sent and in proving the notice has been given it is sufficient to prove that the notice has been saved in the Society’s computer.

14.4 Notice of an AGM must be given to:

(a) every member shown on the register of members on the day notice is given, and

(b) the auditor, if Bylaw 14 applies.

14.5 It is not necessary to give notice of an AGM to any other person. However, the Directors may from time to time decide to provide notice of AGMs to other persons.

Section 15 – Bylaws

Reference: Societies Act of B.C. - Chapter 18  Part 2 – Fundamental Matters in Relation to Societies – Division 4 – Alterations to Constitution and Bylaws

Member Notification

15.1 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.

Alterations to Constitution

15.2 A Society may, by filing with the registrar a constitution alteration application, alter its constitution to:

(a) change its name, or

(b) alter its purposes.

15.3 A Society must not submit a constitution alteration application to the registrar for filing unless

(a) the alteration proposed by the application has been authorized by special resolution, and

(b) in the case of a change of the Society's name, the new name is reserved under Societies Act of B.C. section 9.

15.4 An alteration proposed in a constitution alteration application takes effect when the constitution alteration application is filed with the registrar.

15.5 After a Society alters its constitution under this section, the registrar:

(a) must furnish to the Society a certified copy of the altered constitution, and

(b) must, if the alteration changes the name of the Society,

(i) issue a certificate of change of name that sets out the particulars of the change of name,

(ii) furnish to the Society the certificate of change of name, and

(iii) publish notice of the change of name.

15.6 Despite Societies Act of B.C. subsection (2) (a), authorization by special resolution is not required in respect of an alteration to a Society's constitution if the registrar has ordered the alteration under Societies Act of B.C. section 2 (3) or Societies Act of B.C. 9 (5).

Effect of Change of Name

15.7  A change of the name of a Society does not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced by or against the Society under its former name may be continued or commenced by or against it under its new name.

Alterations to Bylaws

15.8 A Society may alter its bylaws by filing with the registrar a bylaw alteration application.

15.9 A Society must not submit a bylaw alteration application to the registrar for filing unless the alteration proposed by the application has been authorized by special resolution.

15.10 An alteration proposed in a bylaw alteration application takes effect when the bylaw alteration application is filed with the registrar.

15.11 After a Society alters its bylaws under this section, the registrar must furnish to the Society a certified copy of the altered bylaws.