Constitution & Bylaws
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VANCOUVER COMMUNITY NETWORK ASSOCIATION Constitution & Bylaws |
[The following is the text of the Constitution and Bylaws approved by the Registrar of Companies on May 21, 1993. BA. 93/05/21]
CONSTITUTION
Name 1. The name of the society is the "Vancouver Community Network Association." Purposes 2. The purposes of the society are to: (a) develop, operate and own a free, publicly accessible community computer utility in the Lower Mainland of British Columbia providing the broadest possible range of information and possibilities for the exchange of experience, ideas and wisdom; (b) establish and operate a CommunityNet community computer utility in the Lower Mainland of B.C.; (c) encourage the development of a wide range of community electronic information resources; (d) encourage the broadest possible participation of information providers in making their information available on CommunityNet; (e) work toward building a network of similar services in cities and towns internationally; (f) work toward the widest possible public access to government and other information through CommunityNet and other non-profit organizations such as libraries; (g) work with other Canadian CommunityNets to create a Canadian CommunityNet network; (h) educate and encourage the public in the use of computer telecommunications and information retrieval; and (i) research ways to improve and expand public access to and use of electronic information resources and facilities. Winding-up 3. In the event of winding-up 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. Non-profit 4. 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. Unalterable 5. Paragraphs 3, 4 and 5 of the constitution are unalterable in accordance with the Society Act. BYLAWS Part 1 * Interpretation 1. (1) In these bylaws, unless the context otherwise requires, (a) "directors" means the directors of the Society for the time being; (b) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; (c) "registered address" of a member means his or her address as recorded in the register of members, and can consist of an e-mail address or a fax number; (d) "standing committee" means a committee chaired by a director, and the members of a standing committee need not be directors. 2. Words importing the singular include the plural and vice versa; and words importing a male person or a female person do not include a corporation. Part 2 * Membership 3. (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) There shall be two classes of member: individual member and family non-voting member. (3) An individual member is a voting member. (4) A family non-voting member is not entitled to vote at general meetings nor to serve as a director, but is otherwise entitled to all the privileges of a member. 4. (1) A person may apply to the directors or their designate and upon acceptance by the directors or their designate, the person becomes a member. (2) Applicants who are in a family may specify in writing the names of at most two persons who will be individual members and the names of other family members who will be family non-voting members. (3) An applicant for membership shall specify the address to which the Society will send communications to him or her, and a member may at any time provide written notice of a change of this address to the Secretary of the Society. (4) A member's address referred to in subsection (3) may be a postal address, an electronic mail address, or a FAX number. 5. Every member shall uphold the constitution and comply with these bylaws. 6. The directors may determine the membership dues, if any. 7. A person shall cease to be a member of the Society (a) by delivering his or her resignation in writing to the Secretary of the Society or by mailing it to the address of the Society, or (b) on his or her death, or (c) on being expelled, or (d) on having been a member not in good standing for a period of time prescribed by the directors. 8. (1) A member may be expelled by a special resolution of the members passed at a general meeting. (2) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion. (3) The person who is the subject of a proposed resolution for expulsion shall be given the 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 his or her current annual membership fee, if any, or other subscription or debt due and owing by him or her to the Society. Part 3 * Meetings of Members 10. (1) General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the directors decide. (2) There shall be not less than 14 days' written notice of a general meeting of the Society to members entitled to receive notice of a general meeting. 11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting. 12. The directors may, whenever they think fit, convene an extraordinary general meeting. 13. (1) Notice of a general meeting shall specify the place, the day and the hour of meeting, and, in the case of special business, the general nature of that business. (2) 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 at that meeting. 14. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and thereafter an annual general meeting shall be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting. Part 4 * Proceedings at General Meetings 15. Special business is (a) all business of an extraordinary general meeting except the adoption of rules of order, and (b) all business that is transacted at an annual general meeting, except, (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 auditor, if any, (v) the election of directors, (vi) the appointment of the auditor, if required, and (vii) such other business as, 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. 16. (1) 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. (2) 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. (3) A quorum is 20 members present or such other number as the members may determine at a general meeting. 17. If within 30 minutes of the time appointed for a members' meeting a quorum is not present, the meeting 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. 18. Subject to Bylaw 19, 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 general meeting. 19. If at a general meeting (a) there is no President, Vice-President or any 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, the members present shall choose one of their number to be chair. 20. (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (2) When a meeting is adjourned for 20 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. (3) 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. 21. (1) A resolution proposed at a meeting must be seconded and the chair of a meeting may not move or second a resolution. (2) In case of an equality of votes the chair shall not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution shall not pass. 22. (1) A member in good standing present at a meeting of members is entitled to one vote. (2) Voting is by show of hands, unless the members otherwise decide. 23. Voting by proxy is not permitted. Part 5 * Directors, Officers and Standing Committee Chairs 24. (1) The directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to the provisions of (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. (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 made. 25. (1) There shall be no more than 15 directors, comprised of officers and directors at large. (2) The President, Past-President, Vice-President, Secretary, Treasurer, Membership Standing Committee Chair, Public Relations Standing Committee Chair, Hardware/Software Standing Committee Chair, Fundraising Standing Committee Chair, System Design Standing Committee Chair, and Community/Content Standing Committee Chair, appointed upon incorporation or as determined by the members, shall be officers of the Society. (3) Directors who are not officers shall be directors at large, and the maximum number of directors at large shall be the difference between the maximum number of directors and the number of officers. (4) A director must be a member and ceases to a director when he or she ceases to be a member. (5) An officer must be a director and ceases to be an officer when he or she ceases to be a director. 26. (1) The first directors shall retire from office at the first annual meeting. (2) Directors and officers shall be elected for a one year term and shall retire as directors and officers at the annual general meeting after their election, when their successors are elected. (3) Nominations for the positions of directors and officers shall be received from the members at the annual general meeting, and, apart from that, election procedures at the annual general meeting shall be determined by the members present. 27. (1) The directors may at any time appoint a member as a director to fill a vacancy in the directors. (2) The directors may at any time appoint a director to fill any officer vacancy. (3) A director appointed under Bylaw 27(1), or an officer appointed under Bylaw 27(2), holds office until the next annual general meeting. 28. (1) If a director or officer ceases to hold office, the remaining directors shall appoint a replacement in accordance with these bylaws. (2) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office. 29. 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 serve to the next annual meeting. 30. No director or officer shall be remunerated for being or acting as a director or officer but a director or officer may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the society. Part 6 * Proceedings of Directors 31. (1) The directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. (2) The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office. (3) The President shall be chair of all meetings of the directors, unless the directors otherwise decide. (4) The President may at any time, and the Secretary, on the request of three directors, shall, convene a meeting of the directors. 32. (1) The directors may delegate any, but not all, of their powers to committees or standing committees consisting of such persons as they think fit and may name the committee. (2) The participants in a committee or standing committee need not be directors or members. (3) A committee or standing committee exercising delegated powers shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the directors. 33. Subject to directions of the directors, a committee or standing committee shall determine its own procedure. 34. A committee or standing committee may meet and adjourn as its participants think proper. 35. A director who may be absent temporarily from British Columbia, or who for any other reason is unable to attend meetings of the directors, may mail or deliver to the address of the society a waiver of notice of any meeting of the directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn, (a) no notice of meetings of directors shall be sent to that director, and, (b) any and all meetings of directors of the Society, notice of which has not been given to than director shall, if a quorum of the directors is present, be valid and effective. 36. (1) Questions arising at any meeting of the directors or at any meeting of a committee or standing committee shall be resolved if possible by consensus, and where that is not possible, by a majority of votes. (2) The chair may cast a vote, but in case of an equality of votes the chair does not have a second or casting vote. 37. A resolution proposed at a meeting of directors must be seconded and the chair of a meeting may not move or second a resolution. 38. 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. Part 7 * Duties of Directors 39. (1) The President shall preside at all meetings of the Society and of the directors, unless the members or directors otherwise decide. (2) The President is the chief executive officer of the Society. 40. The Past-President shall assist the President and provide guidance to the directors. 41. The Vice-President shall carry out the duties of the President during his or her absence. 42. The Secretary shall be responsible for (a) the conduct of the correspondence of the Society, (b) the issuance of notice of meetings of the Society and directors, (c) the keeping of minutes of all meetings of the Society and directors, (d) the custody of all records and documents of the Society except those required to be kept by the Treasurer, (e) the custody of the common seal of the Society, and (f) the maintenance the register of members. 43. The Treasurer shall be responsible for (a) the keeping of financial records, including books of account, necessary to comply with the Society Act, and (b) rendering financial statements to the directors, members and others when required. 44. (1) The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer. 45. A standing committee chair shall (a) chair the standing committee, and (b) report to the directors on the activities of the standing committee. 46. (1) Other officers, if any, shall perform such duties as the members decide. (2) The directors or members may add additional duties to any director or officer or transfer duties among directors or officers. 47. In the absence of the Secretary from a meeting, the directors shall appoint another person to act as Secretary at the meeting. Part 8 * Seal 48. The directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed. 49. 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 the Secretary or President and the Secretary-Treasurer. Part 9 * Borrowing 50. 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 such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures. 51. No debenture shall be issued without the sanction of a special resolution. 52. The members may by special resolution restrict the borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting. Part 10 * Auditor 53. This part applies only where the Society is required or has resolved to have an auditor. 54. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor. 55. At each annual general meeting the Society shall appoint an auditor to hold office until he or she is re-elected or his or her successor is elected at the next annual general meeting. 56. An auditor may be removed by ordinary resolution. 57. An auditor shall be informed forthwith in writing of appointment or removal. 58. No director and no employee of the Society shall be auditor. 59. The auditor may attend general meetings. Part 11 * Notice of Meetings 60. A notice may be given to a member, either personally or by mail, electronic mail or FAX to his or her registered address. 61. A notice sent by mail, electronic mail or FAX shall be deemed to have been given on the third day following that on which the notice is sent, and in proving that notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle or that it was properly addressed and sent by electronic mail or FAX. 62. (1) Notice of a general meeting shall be given to (a) every member shown on the register of members on the day notice is given, and (b) the auditor, if Part 10 applies. (2) No other person is entitled to receive a notice of general meeting. Part 12 * Bylaws 63. After being admitted a member is entitled to a copy of the constitution and bylaws upon paying the sum of $1.00. 64. These bylaws shall not be altered or added to except by special resolution. DATED this ____ day of May, 1993: WITNESSES APPLICANTS FOR INCORPORATION 1. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 1. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 2. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 2. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 3. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 3. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 4. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 4. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 5. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________ 5. __________________________________ (signature) ___________________________________ (name) ___________________________________ (address) ___________________________________