Victoria Free-Net Association
Constitution & Bylaws
Not-for-Profit - Unalterable
Meeting of Members -
Proceedings at Annual General Meetings -
Directors and Officers -
Proceedings of Directors -
Duties of Officers -
Committees of Director(s) -
Notice to Members -
Seal - Borrowing
1.0 The name of the society is the Victoria Free-Net Association.
2.1 The purpose of the society are to:
(a) Address digital inclusion by establishing and operating a computerized
and publicly accessible community networking system that supports all citizens in
gaining the capacity to integrate the use of the Internet comfortably into their lives.
(b) Provide for the registration of accounts on the system to be provided at
no cost at the discretion of management.
(c) Promote and allow the exchange of information with the local community, and to
permit similar exchanges with other computer systems around the world.
(d) Establish and operate a community electronic information resource on Vancouver Island.
(e) Educate the public to use computer telecommunications to discover,
view and retrieve information electronically.
(f) Provide electronic access to government and other not-for-profit agencies
like universities and libraries.
(g) Promote and provide public access terminals to encourage the use of information resources.
(h) Encourage a wide range of users on the computerized information system.
(i) Promote an international network of similar services.
3.1 In the event of termination or dissolution of the Society, funds and
assets of the Society remaining after the satisfaction of its debts and
liabilities shall be given or transferred to such organization or
organizations promoting the same purposes as this society as may be
determined by the members of the society at the time of winding up or
dissolution and if effect cannot be given to the aforesaid provisions, then
such funds shall be given or transferred to some other organization or
organizations, provided however that such organization referred to in this
paragraph shall be a registered charity recognized by Revenue Canada
Taxation as being qualified as such under the provisions of the Income Tax
Act of Canada from time to time in effect.
4.1 The purposes of the Society shall be carried out without purpose of
gain for its members and any profits or other accretions to the Society
shall be used for promoting its purposes.
5.1 Paragraphs 3.1, 4.1, 5.1, of the constitution are unalterable in
accordance with the Society Act.
- 1.1 In these bylaws, unless the context otherwise requires,
- 1.2 "directors" means the directors of the Society for the time being;
- 1.3 "Society Act" means the Society Act of the Province of British
Columbia from the time to time in force and all amendments to it;
- 1.4 "registered address" of a member means his or her address as
recorded in the register of members and can consist of an e-mail or a fax
- 1.5 "e-mail" means electronic mail that can be accessed electronically
through the system,
- 1.6 "id" are the characters that make up each person's or corporations
electronic name that represents their e-mail electronic identification,
- 1.7 "opening screen" is the Free-Net identification screen that one
first encounters when one electronically signs onto the system,
- 1.8 "account holder" is any person or corporation that has an account on
- 1.9 "member" means any applicant for incorporation of a society who has
not ceased to be a member and every member who becomes and remains a member
in accordance with the bylaws,
- 1.10 "system" is the computer complex operated by the association;
- 2.1 The members of the society are the applicants for incorporation of
the society, and those persons who subsequently become members, in
accordance with the bylaws and, in either case, have not ceased to be
- 2.2 A person may apply to the directors for membership in the society
and on acceptance by the directors shall be a member.
- 2.3 Every member shall uphold the constitution and comply with these bylaws.
- 2.4 Status of an account holder is independent of status as a member.
- 2.5 Members must have e-mail addresses capable of access to and from the
- 2.6 A person shall cease to be a member of the society;
- (a) by delivering his resignation in writing to the secretary of the
society or by mailing or delivering it to the address of the society;
- (b) on the member's death or in the case of a corporation on dissolution;
- (c) on being expelled; or
- (d) on having been a member not in good standing for 12 consecutive months.
- 2.7 A member may be expelled by a special resolution of the members
passed at a general meeting.
- (a) The notice of special resolution for expulsion shall be
accompanied by a brief statement of the reason or reasons for the proposed
- (b) The person who is the subject of the proposed resolution for
expulsion shall be given an opportunity to be heard at the general meeting
before the special resolution is put to a vote.
- 2.8 All members are in good standing except a member who has failed to
pay his current annual membership fee or any other subscription or debt due
and owing by him to the society and he is not in good standing so long as
the debt remains unpaid.
- 2.9 On being admitted to membership, each member is entitled to and the
society shall provide access to, without charge, an electronic copy of the
constitution and bylaws of the society.
- 3.1 The annual fees for members are payable on the first day of the
anniversary month of their membership.
- 3.2 The amount of the first annual membership fees shall be determined
by the directors. Subsequently, the annual membership dues shall be
determined at the annual general meeting of the society. If the fees are
not altered at the general meeting, they are to remain the same as the
- 4.1 General meetings of the society shall be held at the time and place,
in accordance with the Society Act, that the directors decide.
- 4.2 Every general meeting, other than an annual general meeting, is an
extraordinary general meeting.
- 4.3 The directors may, when they think fit, convene an extraordinary
- (a) Notice of a general meeting shall specify the place, day and hour
of meeting, and, in case of special business, the general nature of that
- (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.
- 5.1 Special business is the business transacted at an annual general meeting;
- (a) the adoption of rules of order;
- (b) the consideration of the financial statements;
- (c) the report of the directors;
- (d) the report of the auditor, if any;
- (e) the election of directors;
- (f) the appointment of the auditor, if required; and
- (g) the other business that, under these bylaws, ought to be
transacted at an annual general meeting, or business which is brought under
consideration by the report of the directors issued with the notice
convening the meeting.
- 5.2 No business, other than the election of a chair and the adjournment
or termination of the meeting, shall be conducted at a general meeting at a
time when a quorum is not present.
- 5.3 If at any time during a general meeting there ceases to be a quorum
present, business then in progress shall be suspended until there is a
quorum present or until the meeting is adjourned or terminated.
- 5.4 A quorum is not less than 20% of the membership or 10 members which
ever is least.
- 5.5 If within 15 minutes from the time appointed for a general meeting a
quorum is not present, the meeting, if convened on the request of members,
shall be terminated; but in any other case, it shall 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.
- 5.6 the president of the society, the vice president or in the absence
of both, one of the other directors present, shall preside as chair of a
- 5.7 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) the president and all the other directors present are unwilling
to act as chair,
- (c) the members present shall choose one of their number to be chair.
- 5.8 A general meeting may be adjourned from time to time and from place
to place, but no business shall be transacted at the resumption of the
adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
- 5.9 When a meeting is adjourned for 10 days or more, notice of the
adjourned meeting shall be given as in the case of the original meeting.
- (a) Except as provided in this bylaw, it is not necessary to give
notice of an adjournment or of the business to be transacted at an
adjourned general meeting.
- 5.10 No resolution proposed at a meeting should be seconded and the
chair of a meeting may not move or propose a resolution.
- (a) In case of a tie the proposed resolution shall not pass.
- (b) The chair is allowed a vote on the proposed resolution, however
in the case of a tie, the chair does not have a second or tie -breaking
- 5.11 A member in good standing present at a meeting of members is
entitled to one vote.
- (a) Voting is by show of hands, or secret ballot, as required.
- (b) Voting by proxy is not permitted.
- 6.1 The directors may exercise all the powers and do all the acts and
things that the society may exercise and do, and which are not by these
bylaws or by statute or otherwise lawfully directed or required to be
exercised or done by the society in general meeting, but subject,
- (a) all laws affecting the society;
- (b) these bylaws; and
- (c) rules, not being inconsistent with these bylaws, which are made
from time to time by the society in general meeting.
- 6.2 No rule, made by the society in general meeting, invalidates a prior
act of the directors that would have been valid if that rule had not been
- 6.3 The president, past president, vice president, secretary, treasurer
and one or more other persons shall be the directors of the society.
- 6.4 The number of directors shall be 6 or a greater number determined
from time to time at a general meeting.
- 6.5 The directors shall retire from office at each annual general meeting.
- (a) Separate elections shall be held for each office to be filled.
- (b) An election may be by acclamation, otherwise it shall be by ballot.
- (c) If no successor is elected the person previously elected or
appointed continues to hold office.
- 6.6 The President of the society shall remain on the board another year
after his term. He shall hold the position as past president for the
succeeding term, in order to ensure a smooth transition of the society's
goals and objectives.
- 6.7 The directors may appoint a member as a director to fill a vacancy
on the board.
- (a) A director (except the President) 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.
- 6.8 No act or proceeding of the directors is invalid only by reason of
there being less than the prescribed number of directors in office.
- 6.9 The members may by special resolution remove a director before the
expiration of his term of office, and may elect a successor to complete the
term of office.
- 6.10 No director shall be remunerated for being or acting as a director
but a director shall be reimbursed for all expenses necessarily and
reasonably incurred by him while engaged in the affairs of the society.
- 6.11 All directors must be members of the Society in good standing.
- 7.1 The directors may meet together at the places they see fit to
dispatch business, adjourn and otherwise regulate their meetings and
- 7.2 The directors may from time to time fix the quorum necessary to
transact business, and unless so fixed the quorum shall be a majority of
the directors then in office.
- 7.3 The President shall be chair of all meetings of the directors, but
if at a meeting the president is not present within 15 minutes after the
time appointed for holding the meeting, the vice president shall act as
chair; but if neither is present the directors present may choose one of
their number to be chair at that meeting.
- 7.4 A director may request at any time a special meeting of the
directors. The director must get the approval of another director, and then
contact the secretary who shall convene a special meeting of the directors.
- 7.5 All directors have a responsibility to notify the society's office
or another director if they are unable to attend a meeting of the board.
- 7.6 Questions arising at a meeting of the directors and committee of
directors shall be decided by a majority of votes.
- 7.7 In case of an equality of votes the chair does not have a second or
- 7.8 No resolution proposed at a meeting of directors or committee of
directors need be seconded and the chair of a meeting may not move or
propose a resolution.
- 7.9 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.
- 8.1 The president shall preside at all meetings of the society and of
- (a) The president is the chief executive officer of the society and
shall supervise the other officers in the execution of their duties.
- 8.2 The vice president shall carry out the duties of the chair during
- 8.3 The secretary shall;
- (a) oversee the correspondence of the society;
- (b) issue notices of meetings of the society and directors;
- (c) keep minutes of all meetings of the society and directors;
- (d) oversee all records and documents of the society except those
required to be kept by the treasurer;
- (e) oversee the maintenance of the register of members.
- (f) In the absence of the secretary from a meeting, the directors
shall appoint another person to act as secretary at the meeting.
- 8.4 The treasurer shall;
- (a) keep the financial records, including books of account, necessary
to comply with the Society Act; and
- (b) render financial statements to the directors, members and others
- 9.1 The directors may delegate any, but not all, of their powers to
committees consisting of a director or directors as they deem appropriate.
- 9.2 A committee, so formed in the exercise of the powers so delegated,
shall conform to any rules imposed on it by the directors, and shall report
every act or thing done in exercise of those powers to the earliest meeting
of the directors to be held after it has been done.
- 9.3 A committee shall elect a chair for its meetings; but if no chair is
elected, or if at a meeting the chair is not present within 15 minutes
after the time appointed for holding the meeting, the directors present who
are members of the committee shall choose one of their number to be chair
of the meeting.
- 9.4 The members of a committee may meet and adjourn as they think proper.
- 10.1 A notice may be given to a member, either personally or by mail or
e-mail at the member's registered address or id.
- 10.2 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 the notice was
properly addressed and put in a Canadian post office receptacle. With
e-mail, notice shall be deemed to be given on the date sent.
- 10.3 Notice of a general meeting shall be given to every member shown on
the register of members on the day notice is given which shall be at least
14 days prior to the meeting.
- 10.4 No other person is entitled to receive a notice of general meeting.
- 11.1 The directors may provide a common seal for the society and
substitute a new seal in its place.
- 11.2 The common seal shall be affixed only when authorized by a
resolution of the directors and then only in the presence of the persons
prescribed in the resolution, or if no persons are prescribed, in the
presence of the president and secretary or president and secretary
- 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
- 12.3 The members may by special resolution restrict the borrowing powers
of the directors, but a restriction imposed expires at the next general
- 13.1 This part applies only where the society is required to or has
resolved to have an auditor.
- 13.2 The first auditor shall be appointed by the directors who shall also
fill vacancies occurring in the office of the auditor.
- 13.3 At each general meeting the society shall appoint an auditor to hold
office until he is re-elected or his successor is elected at the next
annual general meeting.
- 13.4 An auditor may be removed by ordinary resolution.
- 13.5 An auditor shall be promptly informed in writing of appointment or
- 13.6 No director and no employee of the society shall be auditor.
- 13.7 The auditor may attend general meetings.
Established September 14, 1995
- 14.1 The fiscal year shall run from November 1 to October 31 the next year.
- 14.2 The rules contained in the Robert's Rules of Order, 9th edition,
shall govern in all cases where they do not conflict with the by-laws of
- 14.3 The constitution and by-laws may be amended by special resolution
and confirmed by a vote of three-quarters of the members present at any
general meeting, provided the proposed amendments and notice has been given
in writing or electronically to all members not less than 14 days before
Revised at the AGM, May 28, 2013