Bylaws of VICTORIA NATURAL HISTORY SOCIETY (the “Society”)
Part 1 – Definitions and Interpretation
1.1 In these Bylaws:
“Act” means the Societies Act of British Columbia as amended from time to time;
“Board” means the directors of the Society;
“Bylaws” means these Bylaws as altered from time to time.
Definitions in Act apply
1.2 The definitions in the Act apply to these Bylaws.
Conflict with Act or regulations
1.3 If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.
Part 2 – Members
Classes of membership
2.1 There shall be four classes of membership:
(b) Family – for spouses and any dependent children under 18 years of age or related individuals living in the same household;
(c) Sustaining – entitles all members of the same household as the person who purchases a sustaining membership to life membership (membership is valid for the life of the original purchaser);
(d) 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.
Terms of admission
2.2 (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. The Board shall vote by secret ballot and a two-thirds majority shall be required for election of the nominee to Honorary Life Membership.
Rights and obligations of members
2.3 (a) A member may obtain from the Society a copy of the Constitution and Bylaws.
(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, but family members shall receive one copy per family.
(c) Every member in good standing 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 must uphold the constitution of the Society and must comply with these Bylaws.
(e) 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.
2.4 Dues for each class of membership shall be proposed by the Board and approved at a general meeting of the Society.
2.5 Discounts to membership classes 2.1 (a) and (b) will apply for students (any person under 18 years of age or enrolled as a student in a post-secondary institution) and seniors (any person aged sixty-five or over).
2.6 Annual dues for new members joining and paying dues shall be due and payable on the last day of the anniversary month of joining the Society.
Member not in good standing
2.7 A member is not in good standing if the member fails to pay the member’s annual membership dues, if any; and the member is not in good standing for so long as those dues remain unpaid.
Member not in good standing may not vote
2.8 A voting member who is not in good standing
(a) may not vote at a general meeting;
(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
Cessation of membership and expulsion
2.9 (a) A member wishing to resign shall give notice to the secretary, or cease payment of annual dues.
(b) 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.
(c) Membership in the Society shall be terminated if dues remain unpaid after the two month grace period.
(d) 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 a majority of the Board. 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 their position to the Board, and no persons other than directors and the person proposed for expulsion shall be present.
Part 3 – General Meetings of Members
Time and place of general meeting
3.1 (a) A general meeting must be held at the time and place the Board determines.
(b) Directors of the Society must call annual general meetings so that an annual general meeting is held in each calendar year.
3.2 (a) Additional general meetings may be called by the president.
(b) Ten (10)% or more of the voting members in good standing may request in writing that an additional general meeting occur, indicating the reason and subject matter to be discussed, and the Board shall convene a meeting of the Society within thirty days of receiving the request.
Ordinary business at annual general meeting
3.3 At an annual general meeting, the following business is ordinary business:
(a) adoption of rules of order;
(b) consideration of any financial statements of the Society presented to the meeting;
(c) consideration of the reports, if any, of the directors or auditor;
(d) election or appointment of directors;
(e) appointment of an auditor, if any;
(f) other business requiring discussion and decision by the Society.
3.4 (a) A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.
(b) At least 14 days’ notice of meetings of the Society shall be given in printed form or in writing, including electronic mail, to each member.
Chair of general meeting
3.5 The following individual is entitled to preside as the chair of a general meeting:
(a) the individual, if any, appointed by the Board to preside as the chair;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
(i) the president,
(ii) the vice-president, if the president is unable to preside as the chair, or
(iii) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.
Alternate chair of general meeting
3.6 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.
Quorum for general meetings
3.7 (a) Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.
(b) The quorum for the transaction of business at a general meeting shall be 25 members in good standing.
Lack of quorum at commencement of meeting
3.8 If within 45 minutes from the time appointed for a general meeting a quorum is not present, the meeting shall be terminated and notice of the adjourned meeting shall be given as would normally be given for a general meeting, 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.
If quorum ceases to be present
3.9 If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
Adjournments by chair
3.10 The chair of a general meeting may or, if so directed by the voting members at the meeting, must adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.
Notice of continuation of adjourned general meeting
3.11 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.
Business at general meeting
3.12 The rules contained in Robert’s Rules of Order shall be a guide for the proceedings of all meetings of the Society, in all cases to which they are applicable and in which they are not inconsistent with the Bylaws.
3.13 The order of business at a general meeting is as follows:
(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;
(d) approve the minutes from the last general meeting;
(e) deal with unfinished business from the last general meeting;
(f) if the meeting is an annual general meeting,
(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,
(iii) elect or appoint directors, and
(iv) appoint an auditor, if any;
(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;
(h) terminate the meeting.
Methods of voting
3.14 (a) At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot, voting must be by a secret ballot.
(b) The person presiding at any meeting shall not have a vote except in the case of a tie.
Announcement of result
3.15 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
3.16 Voting by proxy is not permitted.
Participation in general meeting
3.17 A person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.
Matters decided at general meeting by ordinary resolution
3.18 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.
3.19 An auditor may be appointed by the Society at the annual general 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 general meeting financial statements clearly and accurately showing the financial position of the Society.
3.20 A special resolution may be passed at a meeting of the Society by a majority of not less than 66% of members present at the meeting, and not less than fourteen days’ notice shall be given of the intention to propose a special resolution.
3.21 The constitution and Bylaws may be amended at the pleasure of the Society by special resolution subject to the provisions of the Act.
Part 4 – Directors
Number of Directors on Board
4.1 The Society must have no fewer than 9 and no more than 12 directors (one of whom must be ordinarily resident in BC) who shall serve in an honorary capacity. Directors must meet specific qualifications (as described in the Societies Act), including that they be at least 18 years of age.
Election or appointment of directors
4.2 The Board shall make and receive nominations for directors, and further nominations, in writing, may be made from the floor at the annual general meeting.
4.3 At each annual general meeting, the members of the Society present and entitled to vote must elect or appoint the Board.
4.4 The election of directors at the annual general meeting shall be run by a person who is not a candidate in the election.
4.5 Voting for directors shall be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
Term of directors and officers
4.6 (a) 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.
(b) 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 general meeting.
Vacancies on the Board of Directors
4.7 (a) The Board may, at any time, appoint a member as a director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during the director’s term of office.
(b) If, for any reason, the president ceases to hold office, the vice-president shall assume the office until the next annual general meeting.
(c) 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 general meeting.
(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 general meeting.
(e) Any director who is absent from regular Board meetings on three consecutive occasions may be deemed by the Board to have retired.
Term of appointment of director filling vacancy
4.8 A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.
Appointment of solicitor
4.9 A solicitor or firm of solicitors may be appointed by the Board.
Part 5 – Board Positions
Scope of operations
5.1 The Board shall have charge of the general conduct of the affairs of the Society, the operations of which are to be chiefly carried on in southern Vancouver Island.
5.2 The Society shall be carried on without purpose of gain for its members and any profits or other accretions to the organization shall be used in promoting its objects. This provision previously unalterable.
Election or appointment to the Board
5.3 (a) The board shall be composed of the Officers and up to 8 other Directors.
(b) The designation, election or appointment of a director is not effective unless the individual consents in writing or the designation, election or appointment occurs at a meeting and the individual does not refuse.
5.4 (a) The officers of the Society are:
(b) Officers are directors and must be elected or appointed as officers to the Board positions. A director, other than the president, may hold more than one position.
Directors at large
5.5 Directors who are elected or appointed to positions on the Board in addition to officers are elected or appointed as directors at large.
Role of president
5.6 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.
Role of vice-president
5.7 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.
Role of secretary
5.8 The secretary is responsible for doing, or making the necessary arrangements for, the following:
(a) issuing notices of general meetings and directors’ meetings;
(b) taking minutes of general meetings and directors’ meetings;
(c) keeping the records of the Society in accordance with the Act;
(d) conducting the correspondence of the Board.
Absence of secretary from meeting
5.9 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.
Role of treasurer
5.10 The treasurer is responsible for doing, or making the necessary arrangements for, the following:
(a) receiving and banking monies collected from the members or other sources;
(b) keeping accounting records in respect of the Society’s financial transactions;
(c) preparing the Society’s financial statements;
(d) making the Society’s filings respecting taxes;
(e) filing the annual report of the Society and making any other filings with the registrar under the Act.
5.11 (a) The Board may establish committees and appoint members as need arises from time to time, and each committee 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 chairs of committees.
Part 6 – Directors’ Meetings
Calling directors’ meeting
6.1 (a) A directors’ meeting shall be held monthly from September to April, or as the Board from time to time may determine.
(b) A directors’ meeting may be called by the president or by any two other directors.
Notice of directors’ meeting
6.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.
Proceedings valid despite omission to give notice
6.3 The accidental omission to give notice of a directors’ meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.
Conduct of directors’ meetings
6.4 The directors may regulate their meetings and proceedings as they think fit, but the rules contained in Robert’s Rules of Order shall be a guide for the proceedings of the Board.
Quorum of directors
6.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors currently in office.
Part 7 – Remuneration of Directors, borrowing
and Signing Authority
Remuneration of directors
7.1 These Bylaws do not permit the Society to pay to a director remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.
7.2 (a) 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 Societies Act of the Province of British Columbia, provided that the power conferred by this section shall not be exercised without prior approval of a meeting of the Society.
(b) The directors shall have power to invest in securities pursuant to the Trustee Act of British Columbia such surplus funds as may from time to time be in their hands and may sell the same and reinvest the proceeds of sales pursuant to resolutions of the Board as approved by a general meeting of the Society. This provision previously unalterable.
7.3 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.
7.4 A contract or other record to be signed by the Society must be signed on behalf of the Society
(a) by the president, together with one other director,
(b) if the president is unable to provide a signature, by the vice-president together with one other director,
(c) if the president and vice-president are both unable to provide signatures, by any 2 other directors, or
(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.
Part 8 –Dissolution
Disposal of assets
8.1 Upon the winding-up of the Society or its dissolution the ordinary resolution authorising such winding-up or dissolution shall specify that remaining money or other property of the society shall be distributed to one or more recognized charitable organizations in Canada. This provision previously unalterable.