Victoria Free-Net Association Constitution & Bylaws

Constitution Table of Contents

| Name | Purposes | Termination | Non-Profit - Unalterable |

Bylaws Table of Contents

| Interpretation | Membership | Fees | Meeting of members | Proceedings at general meetings | | Directors and officers | Proceedings of directors |
| Duties of officers | Committees of director(s) | Notice to members | Seal - Borrowing | Auditor | Miscellaneous |

Constitution

1. Name

1.0 The name of the society is the Victoria Free-Net Association.

2. Purposes

2.1 The purposes of the society are to:

2.1(a) establish and operate a computerized information system which will be made accessible to the public without charge,

2.1(b) promote and allow the exchange of information with the local community, and to permit similar exchanges with other computer systems around the world,

2.1(c) establish and operate a community electronic information resource on Vancouver Island,

2.1(d) work with other organizations to support and maintain Canadian community networks,

2.1(e) educate the public to use computer telecommunications to discover, view and retrieve information electronically,

2.1(f) provide electronic access to government and other non profit agencies like universities and libraries,

2.1(g) promote and provide public access terminals to encourage the use of information resources, 2.1(h) encourage a wide range of users on the computerized information system,

2.1(i) promote an international network of similar services.

3. Termination

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. Non-Profit

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. Unalterable

5.1 Paragraphs 3.1, 4.1, 5.1, of the constitution are unalterable in accordance with the Society Act.

BYLAWS

1. Interpretation

• 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 number,
• 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 the system,
• 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. Membership

• 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 members.
• 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 system e-mail.
• 2.6 A person shall cease to be a member of the society;
• 2.6(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;
• 2.6(b) on the member's death or in the case of a corporation on dissolution;
• 2.6(c) on being expelled; or
• 2.6(d) on having been a member not in good standing for 12 consecutive months.
• 2.7(a) A member may be expelled by a special resolution of the members passed at a general meeting.
• 2.7(b) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
• 2.7(c) 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. Fees

• 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 previous year.

4. Meeting of Members

• 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 general meeting.
• 4.3(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 business.
• 4.3(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. Proceedings at general meetings

• 5.1 Special business is the business transacted at an annual general meeting;
• 5.1(a) the adoption of rules of order;
• 5.1(b) the consideration of the financial statements;
• 5.1(c) the report of the directors;
• 5.1(d) the report of the auditor, if any;
• 5.1(e) the election of directors;
• 5.1(f) the appointment of the auditor, if required; and
• 5.1(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 general meeting.
• 5.7 If at a general meeting
• 5.7(a) there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting; or
• 5.7(b) the president and all the other directors present are unwilling
• to act as chair,
• 5.7(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.
• 5.9(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.
• 5.10(a) In case of a tie the proposed resolution shall not pass.
• 5.10(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 vote.
• 5.11 A member in good standing present at a meeting of members is entitled to one vote.
• 5.11(a) Voting is by show of hands, or secret ballot, as required.
• 5.11(b) Voting by proxy is not permitted.

6. Directors and officers

• 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, nevertheless, to
• 6.1(a) all laws affecting the society;
• 6.1(b) these bylaws; and
• 6.1(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 made.
• 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.
• 6.5(a) Separate elections shall be held for each office to be filled.
• 6.5(b) An election may be by acclamation, otherwise it shall be by ballot.
• 6.5(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.
• 6.7(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. Proceedings of directors

• 7.1 The directors may meet together at the places they see fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings.
• 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 casting vote.
• 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. Duties of officers

• 8.1 The president shall preside at all meetings of the society and of the directors.
• 8.1(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 his absence.
• 8.3 The secretary shall;
• 8.3(a) oversee the correspondence of the society;
• 8.3(b) issue notices of meetings of the society and directors;
• 8.3(c) keep minutes of all meetings of the society and directors;
• 8.3(d) oversee all records and documents of the society except those required to be kept by the treasurer;
• 8.3(e) oversee the maintenance of the register of members.
• 8.3(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;
• 8.4(a) keep the financial records, including books of account, necessary to comply with the Society Act; and
• 8.4(b) render financial statements to the directors, members and others when required.

9. Committees of director(s)

• 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. Notice to members

• 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. Seal

• 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 treasurer.

12. 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.
• 12.3 The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next general meeting.

13. Auditor

• 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 approval.
• 13.6 No director and no employee of the society shall be auditor.
• 13.7 The auditor may attend general meetings.

14. Miscellaneous

• 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 the Association.
• 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 the meeting.

September 14, 1995