Incorporated under the BC Society Act on 6 June 2016 with the Number S-0060599
- The name of the society is Port Moody Curling Club.
- The purposes of the society are:
a) To foster and promote the game of curling;
b) To promote sportsmanship and good fellowship;
c) To interest and encourage the participation of young people in the game of curling;
d) To promote competition with other curling clubs;
e) To affiliate with any provincial or national curling association or society or other body deemed appropriate.
- The operations of the society are to be chiefly carried out in Port Moody, British Columbia. This provision is alterable.
Here set out, in numbered clauses that follow, are the bylaws providing for the matters referred to in Section 6(1) of the Society Act and any other bylaws.
Part 1 - Interpretation
1.1 In these bylaws, unless the context otherwise requires:
"directors" means the directors of the society for the time being;
"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;
"registered address" of a member means the member's address as recorded in the register of members.
1.2 The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
Part 2 - Membership
3. The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.
4. A person may apply to the directors for membership in the society and on acceptance by the directors is a member.
5.1 Any person participating in any league or regular scheduled curling activity, in the City of Port Moody, shall be required to become a member of the society. A "league" or "regular scheduled curling activity" constitutes a contract, other than non-league events by the society itself and all curling activities by the City of Port Moody, to rent ice for more than one (1) day in duration.
5.2 No person shall enjoy the benefits or privileges of the society until after having completed the membership form and paid the annual dues provided therein.
6. Membership in the society shall be open to all persons desirous of furthering the purposes of the society and every member shall uphold the Constitution and comply with these by-laws. Membership in the society shall be divided into the following classes:
a) Regular members “voting”, who shall be those members, the age of nineteen (19) years or over, vested with the right to vote on society affairs and business by virtue of their membership and who are in good standing; and,
b) Junior members “non-voting”, who shall be those members, under the age of nineteen (19) years, with no right to vote on society affairs and who are in good standing.
7. The amounts of the initiation fees, annual membership dues and, any special assessment shall be determined by the directors from time to time at their discretion.
8. A person ceases 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 or delivering it to the address of the society,
b) On his or her death,
c) On being expelled, or
d) On becoming a member not in good standing for any reason whatever.
9.1 A member may be expelled by a special resolution of the members passed at a general meeting.
9.2 The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
9.3 The member who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
10. All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.
Part 3 - Meetings of Members
11. General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
12. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
13. The directors may, when they think fit, convene an extraordinary general meeting.
14.1 Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
14.2 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 proceedings at that meeting.
15. The annual general meeting of the society shall be held at least once in every calendar year on or before the thirtieth (30th) day of April in each year.
Part 4 - Proceedings at General Meetings
16. Special business is:
a) All business at an extraordinary general meeting except the adoption of rules of order, and
b) All business conducted at an annual general meeting, except the following:
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;
vii) The other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
17.1 Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.
17.2 If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
17.3 A quorum is fifteen (15) members in good standing present or a greater number that the members may determine at a general meeting.
18. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must 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.
19. Subject to bylaw 20, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.
20. 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 the chair; the members present must choose one of their numbers to be the chair.
21.1 A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
21.2 When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
21.3 Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.
22.1 A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.
22.2 In the case of a tie vote, the chair does 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 does not pass.
23.1 A voting member in good standing present at a meeting of members is entitled to one vote.
23.2 Voting is by show of hands.
23.3 Voting by proxy shall be permitted provided that it is carried out in accordance with these bylaws. A voting member in good standing may vote by proxy on the form issued by the directors for the purpose along with the notice of the particular general meeting and, shall in all respects execute, return the completed proxy form to the society and, comply with the rules of exercise stated in the proxy form. The form and content of any such proxy and the rules relative to the use thereof shall at all time be in the discretion of the directors. Any proxy shall only be valid with respect to one particular general meeting and any continuation thereof.
23.4 Non-voting members in good standing are entitled to notice of and attendance at any meeting of members but, shall not be entitled to any vote thereat.
Part 5 - Directors and Officers
24.1 The directors may exercise all the powers and do all the acts and things that the society may exercise and do, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to:
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 a general meeting.
24.2 A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.
24.3 In all cases the decisions made by the directors will be binding and will be for the overall benefit of the society.
25. At all times at least two (2) of the directors must reside in the City of Port Moody.
26.1 The president, vice president, secretary, treasurer and two (2) or more other persons, including the past-president, are the directors of the society.
26.2 The number of directors shall be at least five (5) and not exceed ten (10). A greater number may be determined from time to time at a general meeting.
26.3 A league director will be a non-voting director of the board. A “league director” is any person elected to co-ordinate a league or junior program.
26.4 Every director, bylaws 26.1 to 26.3, shall be a voting member in good standing.
26.5 In addition a City of Port Moody representative may be a non-voting member of the board.
27.1 All terms of directors shall be two (2) years. Each director shall retire from office at the second annual general meeting next following the election of such director to the board, when the successor to such retiring director shall be elected. For the society to function consistently, at least fifty percent (50%) of the elected board shall be continuing directors at each election.
27.2 President, vice president, secretary and treasurer office must be filled and the election of officers will be held at the same time as the election of directors.
27.3 Voting is by show of hand.
27.4 If a successor is not elected, the person previously elected or appointed continues to hold office.
28.1 The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
28.2 A director 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.
29.1 If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
29.2 An act or proceeding of the directors is not invalid merely because there is less than the prescribed number of directors in office.
30. A director may be removed from office by unanimous resolution of the balance of the directors of the society. No explanation or reason for such removal need be given. Reinstallation can be by way of an extra-ordinary meeting.
31. 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 complete the term of office.
32. A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.
Part 6 - Proceedings of Directors
33.1 The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
33.2 Business and management of the affairs of the society will be non-limiting and may include designation and/or allocation of Draw Times and Dates.
33.3 The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
33.4 The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president 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.
33.5 A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
34.1 The directors may delegate any, but not all, of their powers to committees consisting of the director or directors as they think fit.
34.2 A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
35. A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their numbers to be the chair of the meeting.
36. The members of a committee may meet and adjourn as they think proper.
37. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.
38. A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter or any other electronic means, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
a) A notice of meeting of directors is not required to be sent to that director, and
b) Any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
39.1 Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.
39.2 In the case of a tie vote, the chair does not have a second or casting vote.
40. A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.
41. 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 Officers
42.1 The president presides at all meetings of the society and of the directors.
42.2 The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
43. The vice president must carry out the duties of the president during the president's absence.
44. The secretary must do the following:
a) Conduct 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) Have custody of all records and documents of the society except those required to be kept by the treasurer;
e) Maintain the register of members.
45. The treasurer must:
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 when required.
46. The offices of secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.
47. In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.
Part 8 - Borrowing
48. 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 that power, by the issue of debentures.
49. A debenture must not be issued without the authorization of a special resolution.
50. Notwithstanding anything contained in these bylaws, borrowing in excess of ten thousand dollars ($10,000.00) must first be approved by the members by ordinary resolution.
51. The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
Part 9 - Auditor
52. This Part applies only if the society is required or has resolved to have an auditor.
53. The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
54. At each annual general meeting the society must appoint an auditor to hold office until the Auditor is re-elected or a successor is elected at the next annual general meeting.
55. An auditor may be removed by ordinary resolution.
56. An auditor must be promptly informed in writing of the auditor's appointment or removal.
57. A director or employee of the society must not be its auditor.
58. The auditor may attend general meetings.
Part 10 - Notices to Members
59. A notice may be given to a member, either personally; by mail to the member at the member's registered address or by electronic means such as e-mail or by the society’s social media sites.
60. A notice sent by mail is deemed to have been given on the second day following the day 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.
61.1 Notice of a general meeting must be given to:
a) At least fourteen (14) days notice specifying the place and hour of any meeting, and in case of special business, the general nature of such business shall be given to each voting member either personally or by the public posting of said notice within the time period noted above.
b) Every member shown on the register of members on the day notice is given, and
61.2 No other person is entitled to receive a notice of a general meeting.
Part 11 - Bylaws
62. 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.
63. These bylaws must not be altered or added to except by special resolution.
Part 12 - Documents and Records
64. The fiscal year of the society shall begin on the first (1st) day of April in each year and shall end on the thirty-first (31st) day of March following.
65. A member and director register shall be maintained by the society.
66. Any cheque or bill of exchange drawn or endorsed by the society shall require the signatures of the treasurer and one (1) other person appointed by the directors as an authorized signatory to the purpose.
66. Any contract, document or other instrument in writing to be executed by the society may be signed by the president or vice-president or treasurer, or by a director appointed by the president and all contracts, documents and instruments in writing so signed shall be binding upon the society without any further authorization or formality.
Part 13 - Leagues
67.1 The annual general meeting for each league shall be held at least once in every calendar year on or before the thirtieth (30th) day of March in each year.
67.2 The number of league directors for each league must be at least two (2) and will follow the bylaws of the society and the Society Act.
68. The amounts of the league fees and any special assessment shall be determined by the league directors from time to time at their discretion.
69. League directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit for their league.
70. League directors will collect membership information and membership fees, as determined under bylaws 4 and 7. Membership information and fees will be forwarded to the society on the first (1st) day of November or thirty (30) days after the member joins the league thereafter.
71. Leagues will maintain records as per outline in these bylaws. Yearly on the fifteen (15th) day of April the league will provide the financial statements and a directors register to the society.
Part 14 - General
72. Robert’s Rules of Order, where not inconsistent with these by-laws, shall apply so far as applicable to all meetings of the society, and the directors.
73. Each director, including league director, or officer holds office with protection from the society. The society indemnifies each director or officer against all costs or charges that result from any act done in his/her role for the society. The society does not protect any director or officer for acts of fraud, dishonesty, or bad faith.
74. No director, including league director, or officer is liable for the acts of any other director, officer or employee. No director or officer is responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the society. No director or officer is liable for any loss due to an oversight or error in judgment, or by an act in his/her role for the society, unless the act is fraud, dishonesty or bad faith.
75. In the event of insolvency or closure of the society any funds remaining in the society’s accounts will be distributed to Eagle Ridge Hospital Foundation.
|19 March 2016
|Part 2 – Membership (6)
c) Casual members “non-voting”, who shall be those members, of any ages who play on a casual basis, with no right to vote on society affairs and who are in good standing.