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Victoria Natural History Society
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Bylaws

IMPORTANT NOTICE: Changes to the Constitution and Bylaws have been proposed for the 2017 AGM. Click here to view the proposed Constitution and Bylaws in full.

Victoria Natural History Society Bylaws
BYLAWS – Revised March 12, 1996
1.0 MEMBERSHIP

1.01 Classes of Membership

1.01 Classes of Membership
There shall be six classes of membership:

(a) Individual – for any person 16 years of age or older;
(b) Family – for husband and wife and/or parent(s) and dependent children and each person shall be classed as an individual or junior member;
(c) Golden Age – For any person aged sixty-five or over;
(d) Junior – for any person under the age of 16 years who has paid the membership dues, and the dependent children within a family membership;
(e) Sustaining – for any person eligible for membership who pays a minimum of three times the annual dues based on the individual membership;
(f) Honorary Life – any person who has rendered outstanding service to the Society by increasing knowledge of and interest in natural history may be made an honorary life member.1.02 Terms of Admission

1.02 Terms of Admission

(a) Membership shall be established on payment of the appropriate dues by persons eligible for membership
(b) Recommendations for Honorary Life Membership shall be made by three members in writing to the Board of Directors. The Board shall vote by secret ballot and a two-thirds majority shall be required for election of the nominee to Honorary Life Membership.

1.03 Rights and Obligations of Members

(a) A member may obtain from the Society a copy of the Constitution and Bylaws at a charge of no more than $1.00.
(b) Every member shall be entitled to receive from the Society a copy of any magazine or newsletter which the Society may from time to time publish. Family members shall receive one copy per family.
(c) Every member 16 years of age or older shall have one vote at any regular or special meeting of the Society and shall be eligible to hold office in the Society.
(d) Every member shall uphold the Constitution and comply with these Bylaws.

1.04 Cessation of Membership and Expulsion

(a) Resignation: A member wishing to resign shall give notice to the secretary.
(b) Non-payment of Dues: Annual dues for new members joining and paying dues after April 1, 1996 shall be due and payable on the last day of the anniversary month of joining the Society. Members who joined prior to April 1, 1996 shall continue to have their membership renewable on January 1st of each year. Members shall cease to be in good standing if dues are unpaid at the renewal date but shall be reinstated without penalty upon receipt of dues within two months of the annual due date. Membership shall expire if dues remain unpaid after the two months grace period.
(c) Expulsion: Any member may be expelled from membership for any reason which is deemed to be prejudicial to the best interests of the Society by a vote of at least nine members of the Board of Directors. Prior to the vote being taken, the person proposed for expulsion shall be given twenty-one days’ notice in writing of the proposed resolution and shall be afforded an opportunity to explain or justify his position to the Board, and no persons other than Directors and the person proposed for expulsion shall be present.

1.05 Membership Dues

Dues for each class of membership shall be proposed by the Board of Directors and approved at a general meeting of the Society.

2.0 OFFICERS AND DIRECTORS

2.01 Business of the Society

The business of the Society shall be managed by a Board of twelve Directors [“the Board”] who shall serve in an honorary capacity.

2.02 Officers

The officers of the Society shall be the President, Vice-President, Secretary and Treasurer. The officers are directors.

2.03 Board of Directors

(a) The Board shall be composed of the Officers, immediate Past-President, and seven other Directors.
(b) The officers and other directors shall be elected at the Annual Meeting by the members of the Society present and entitled to vote.
(c) Term of office for Officers shall be one year, and for the other Directors, two years unless the Board resolves that a term should be for a shorter period.

2.04 Nominations

The Board shall appoint a Nominating Committee not later than two months before the Annual Meeting of the Society. A member of the Board who shall not be a candidate, shall be Chairman of the Nominating Committee.

The Committee shall make and receive nominations. All nominations shall be in writing, signed by two members of the Society in good standing, and by the nominee showing consent to the nomination. Further nominations, in writing as above, may be made from the floor at the Annual Meeting.

2.05 Elections

The election of officers and Directors at the Annual Meeting shall be conducted by the Chairman of the Nominating Committee. Voting shall be by secret ballot cast by members in good standing present in person.

The Chairman of the Nominating Committee shall appoint scrutineers to oversee the distribution, collection, counting and subsequent destruction of ballots. The Chairman shall announce the result of the election and shall immediately install the new Officers and other Directors.

2.06 Vacancies on the Board of Directors

(a) If, for any reason, the President ceases to hold office, the Vice-President shall assume the office of President until the next Annual Meeting.
(b) If, for any reason, the Vice-President ceases to hold office, the Board shall appoint one of its members to the office until the next Annual Meeting.
(c) If, for any reason, the immediate Past-President ceases to hold office, the Board shall appoint one of the other Past-Presidents of the Society to the vacancy on the Board.
(d) If, for any reason, the Secretary or the Treasurer ceases to hold office, the Board shall appoint a member of the Society to the office until the next Annual Meeting.
(e) The Board shall fill any vacancy on the Board within sixty days of its occurring. Any person filling the vacancy holds office until the next Annual Meeting.
(f) Any Director who is absent from regular Board meetings on three consecutive occasions may be deemed by the Board to have retired.

2.07 Removal from Office
The Society may remove from office any Director pursuant to a special resolution, and may appoint another Director by ordinary resolution to hold office until the next Annual Meeting.

3.0 DUTIES AND POWERS OF OFFICERS AND OTHER DIRECTORS

3.01 General

The Board shall meet when and where the President, or the Vice-President in the absence of the President, may decide or as from time to time the Directors may agree to be expedient. The Board shall have charge of the general conduct of the affairs of the Society. At the Annual Meeting of the Society, the Board shall make a full report concerning its proceedings for the previous year, the report to be presented by the President and to incorporate recommendations for the future conduct of the Society.

3.02 Executive Committee

The Officers of the Society shall comprise the Executive Committee and decisions made at their meetings shall be subject to ratification by the Board at its next meeting.

3.03 President

It shall be the duty of the President to preside at all meetings of the Society, the Board, and of the Executive Committee, to have a general care of the interests of the Society and to ensure that the several provisions of the Bylaws are observed. The President shall not vote except in the case of a tie and shall be ex officio a member of all committees. If any discussion requires the President to vacate the Chair, then the Vice-President shall take the chair for the duration of the topic requiring the President to vacate the chair.

3.04 Vice-President

In the absence of the President, the Vice-President shall perform the duties of President, and in the absence of both the President and Vice-President, a chairman pro tem shall be appointed by the Board.

3.05 Secretary

The Secretary shall attend and keep an accurate record of all Society and Board meetings where Society business is transacted and conduct correspondence required by the Board.

3.06 Treasurer

The Treasurer shall
(a) receive all dues and other moneys to which the Society is entitled and give the Society’s receipt for the same
(b) keep an accurate record of the moneys received and disbursed
(c) make all necessary expenditures as authorized by the Board
(d) keep all funds of the Society in one or more bank accounts in either or both a Chartered Bank or Trust Company chosen by the Board or in investments approved under the Trustee Act
(e) submit an audited financial statement for the previous year and a proposed budget for the ensuing year at the Annual Meeting
(f) prepare a statement of income and expenditure at such time or times as may be required by the Board
(g) have custody of the seal (if any)
(h) have an accurate record of the names and addresses of all members of the Society.

3.07 Signing Officers

The signing officers of the Society shall be any two of the President, Vice-President, Secretary and Treasurer, provided one of the signatories be either the President or the Vice-President.

4.00 MEETINGS OF THE SOCIETY

4.01 Annual Meeting

The society shall hold an Annual Meeting before the end of March at a time and place to be decided by the Board. The Annual Meeting shall include the report of the Board, presentation of the audited financial statements, election of Officers and other Directors and other business requiring discussion and decision by the Society.

4.2 Society Meetings

Meetings shall be held monthly from September to May, or as the Board from time to time may determine.

4.03 Additional Meetings

Ten (10) % of the voting members in good standing may request in writing that a meeting occur, indicating the reason and subject matter to be discussed. The Board shall then convene a meeting of the Society within thirty days of receiving the request.

4.04 Notice of Meetings

At least 14 days’ notice of meetings of the Society shall be given in printed form or in writing to each member.

4.05 Quorum

(a) At a meeting of the Board, seven members shall constitute a quorum.
(b) At a meeting of the Society, forty members in good standing shall constitute a quorum.

4.06 Committees

(a) The Board may establish Committees and appoint members as need arises from time to time. Each committee of the Society shall have as one of its members a Director whose responsibility it is to report to the Board.
(b) The Board shall provide instructions for the guidance of each Committee and shall require from time to time reports from the Chairmen of Committees.

4.07 Voting by Chairmen
The person presiding at any meeting shall not have a vote except in the case of a tie.

5.00 GENERAL

5.01 Seal

The Board may provide for a seal of the Society. It shall be used when required for execution of documents pursuant to a resolution of the Board and in accordance with the terms of resolutions recorded from time to time in the minutes of the proceedings of the Board and of the Society.

5.02 Borrowing Powers

For the purpose of carrying out the objects of the Society, the Board may borrow or raise to secure payment of money in such manner as it thinks fit either at one time or from ‘time to time; subject to the provisions of the Society Act of the Province of British Columbia; and provided that the power conferred by this section shall not be exercised without prior approval of a meeting of the Society.

5.03 Fiscal Year
The fiscal year of the Society shall end on December 31st of each year.

5.04 Auditor

An auditor shall be appointed by the Society at the Annual Meeting held in each year. It shall be the duty of the auditor to audit the books of account of the Society and to prepare for the Annual Meeting financial statements clearly and accurately showing the financial position of the Society.

5.05 Solicitor

A solicitor or firm of solicitors may be appointed by the Board.

5.06 Special Resolution

A special resolution may be passed at a meeting of the Society by a majority of not less than 75% of members present at the meeting. Not less than fourteen days’ notice shall be given of the intention to propose a special resolution.

5.07 Amendments to Constitution and Bylaws

The Constitution and Bylaws may be amended at the pleasure of the Society by Special Resolution subject to the provisions of the Society Act of the Province of British Columbia.

5.08 Inspection of Books

Any member in good standing shall have the right to inspect the books and records, of the Society upon giving reasonable notice of such intention.

5.09 Rules of Order

The rules contained in Robert’s Rules of Order shall govern the proceedings of the Board and of all meetings of the Society, in all cases to which they are applicable and in which they are not inconsistent with the Bylaws of the Society.