SOCIETY ACT

CONSTITUTION

  1. The name of the Society is PRAIRIE INN HARRIERS ASSOCIATION.
  2. The purposes of the Society are:
    1. to encourage, promote, foster, support and assist in the development of public participation in running for fitness and health;
    2. to organize and promote mass participation running events and educational and public awareness programs for the purposes of meeting (a) above.

SOCIETY ACT

BY-LAWS OF

PRAIRIE INN HARRIERS ASSOCIATION

Part 1 - Interpretation

    1. In these by-laws, unless the context otherwise requires,
      1. "directors" means the directors of the Society for the time being;
      2. "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
      3. "registered address" of a member means his address as recorded in the register of members.
    2. The definitions in the Society Act on the date these by-laws become effective apply to these by-laws.
  1. Words importing the singular include the plural and vice versa and words importing male person include a female person and a corporation.

    Part 2 - Membership

  2. 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 by-laws and, in either case, have not ceased to be members.
  3. All applications for membership shall be submitted to the board of directors and upon approval by a simple majority of the board the applicant shall become a member.
  4. Every member shall uphold the constitution and comply with these by-laws.
  5. There shall be two classes of membership in the Society, namely active membership and associate membership; there shall be such membership fees and dues as the membership shall from time to time determine; active members shall each be entitled to one vote in all meetings of the members of the Society, associate members shall not be entitled to vote at meetings of the members of the Society.
  6. A person shall cease to be a member of the Society:
    1. by notifying the Secretary of the Society,
    2. on his death,
    3. on being expelled, or
    4. on having been a member not in good standing for three (3) consecutive months.
    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 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.
  7. 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.

    Part 3 - Meetings of Members and Notices

  8. The annual general meeting shall be held in January in each year at such place and time as may be determined by the board of directors.
  9. Other meetings of the members, whether general or special, may be convened by order of the board of directors at such place and time as may be determined by the board of directors. A special general meeting shall be called upon a written request by 10% of the active members being submitted to the board of directors.
  10. Notice of the time and place of all meetings of the members and the general nature of the business to be transacted shall be given to the members by forwarding such notice to each member at his last known address at least 14 clear days before the day of such meeting; provided always that the members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.
  11. Whenever under the provisions of these by-laws notice is required to be given such notice may be given by depositing the notice in a post office or public letter box by prepaid post, addressed to the member, director or officer at his last address as the same appears on the books of the Society and notice or other documents so sent by post shall be deemed to be sent once same was deposited in the post office or public letter box.
  12. No error or omission in giving notice of any annual general meeting or general or special meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

    Part 4 - Proceedings at General Meetings

  13. A quorum for the transaction of business at any meeting of the members is 12 members present.
  14. 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, shall be terminated.
  15. The procedure at any meeting shall be as determined by the board of directors but failing any determination shall be in accordance with Robert's Rules of Order..
  16. The Secretary or such other person as the board of directors may appoint, shall keep the books containing the minutes of all meetings of the Society and of the board of director's and shall be open and available for inspection by members and directors at all times.

    Part 5 - Directors and Officers

  17. The management and administration of the affairs of the Society shall be vested in a board of directors which shall consist of not less than five (5) and not more than twelve (12) members, all elected or appointed as herein provided.
  18. All members of the board of directors shall be elected at the Annual General Meeting for a one (1) year term. however, any director may be re-elected for a further term or terms.
  19. Prior to the Annual General Meeting, the board of directors shall appoint a nominating committee consisting of not less than three (3) members. The nominating committee shall nominate sufficient members to provide a full slate of officers and any additional directors required to form the board of directors. The consent of the nominees to nomination shall be,obtained by the nominating committee before such names are announced to the Society. At the Annual General Meeting the members of the Society shall elect the officers for the Society and any additional directors required from the nominations announced to the Society by the nominating committee and from additional nominations made from the floor at the time of the meeting provided that evidence of the nominees acceptance is available. Elections may be by acclamation otherwise elections shall be by ballot.
  20. Any member of the Society who has been a member in good standing for not less than one (1) full year shall be eligible to be a director.
  21. Four (4) of the directors of the Society elected at the Annual General Meeting shall be the officers of the -Society# namely: the President, Vice-President, Secretary and Treasurer. Such officers shall serve a one (1) year term,, however, any officer may be re-elected for a further term or terms.
  22. The board of directors of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society in its name any kind of contract which the Society nay lawfully enter into and may exercise all such other powers and do all such other acts and things as this Society is by its Constitution or otherwise authorized to exercise and do.
  23. The board of directors may from time to time fix the quorum necessary for the transaction of business at its meetings and unless so fixed the quorum shall be a majority of the directors then in office.
  24. Questions arising at any meeting of the board of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall not have a second or casting vote.
  25. A resolution in writing signed by all directors personally shall be valid and effectual as if it had been passed at a meeting of the board of directors duly called and constituted.
  26. No.'member of the board of directors shall receive any remuneration from this Society for services rendered as a-"member of the board of directors of this Society, but a director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
  27. The directors shall not be liable for any action taken or omitted by them in good faith or for the acts of any agent, employee or attorney selected by the directors with reasonable care or for any acts or omissions of any other directors.
  28. A director my resign his office upon giving written notice to the President, which resignation shall take effect immediately it is received. The office of a director shall also be vacated if the director ceases to be an active member of the Society or becomes of unsound mind. Any director may be removed from his office by Special Resolution of the general membership.
  29. Vacancies in any position held by an officer of the Society are to be filled as soon as practicable at a meeting of the general membership by the election of a qualified member of the Society for the remainder of the unexpired term.

    Part 6 - Committees and Agents

  30. The board of directors may from time to time appoint committees and agents and authorize the employment of such persons as they deem necessary, including members of the Society, to carry out the objects of the Society and such committees, agents, employees and members shall have such authority and shall perform such duties as from time to time may be prescribed and delegated by the board of directors.

    Part 7 - Officers' Duties

  31. The President shall be the chief executive officer of the Society and shall in general, subject to the control of the board of directors supervise and control all of the business and affairs of the Society. He shall perform all duties incidental to his office and such other duties as may be required by law, by the constitution of the Society or by these by-laws, or which may be assigned to him from time to time by the board of directors. He shall preside at all meetings of the directors. In the event that the President is absent or.-.unable to act,' the Vice-President shall perform the function and duties of the President.
  32. The Secretary shall:
    1. certify and have custody of a copy of the constitution and by-laws as amended or otherwise altered to date.
    2. keep at the principal office of the Society or at such other place as the board of directors may order, a book of the minutes of all meetings of the directors or members recording therein the date, time and place of holding, whether general or special, and if special. how authorized, the notice given, the number and names of those present, and the proceedings thereat.
    3. see that all notices are duly given in accordance with the provisions of these by-laws or as required by law.
    4. file with the Registrar of Companies in duplicate every special resolution of the Society duly authenticated by a director, the Secretary or other authorized officer of the Society.
    5. be custodian of the records of the Society.
    6. keep at the principal office of the Society or at such other place as the board of directors way order a register of members containing such information as is required by the Society Act.
    7. exhibit at all reasonable times to any director of the Society, or to his agent or attorney, or to any member or person or agency authorized by law to examine them, upon request,, the constitution and by-laws, lists of the Directors or members and the other records of the Society.
    8. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the constitution or by these by-laws, or which may be assigned to him from to time by the board of directors.
  33. The Treasurer shall:
    1. have charge and custody of,, and be responsible for all funds and securities of the Society and deposit all such funds in the name of the Society in such banks, trust companies, credit unions or other depositories as shall be selected by the board of directors.
    2. receive and give receipts for, donations to or monies due and payable to the Society from any source whatever.
    3. disburse or cause to be disbursed the funds of the Society as may be directed by the board of directors, taking proper vouchers for such disbursements.
    4. keep and maintain adequate and correct accounts of the Society's properties and business transactions, including accounts of its assets, liabilities, receipts and disbursements.
    5. exhibit at all reasonable times the books of account and financial records to any director of the Society or to his agent or attorneys or to any member, person or agency entitled by law to examine the same, upon request.
    6. render to the President and directors whenever he or they request it an account of any or all of his transactions as Treasurer and of the financial condition of the Society.
    7. if required by the board of directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.
    8. In general, -perform all duties incident to the office of Treasurer, and such other duties as may be required by law, by the constitution or by these by-laws, or which my be assigned to him from time to time by the board of directors.

    Part 8 Borrowing Powers

  34. For the purpose of carrying out the objects of the Society, the directors may, by resolution passed by the board of directors, borrow or raise or secure the payment of money in such manner as they think fit, and in particular by the issue of debentures or by mortgages$ provided however debentures shall not be issued without the sanction of a special resolution. Members may by special resolution restrict the borrowing powers of the Directors.

    Part 9 - Audits and Accounts

  35. The accounts of the Society may be audited at the end of each fiscal year and the board of directors may from time to time appoint an auditor or auditors to hold office for such period as the directors may determine.
  36. The auditors and members of this Society shall have a right of access at all reasonable times to all records, documents, books, accounts and files of this Society and shall be entitled to require from the directors such information and explanation as may be necessary for the purpose of the duties of the auditors, if auditors have been appointed.

    Part 10 - Seal

  37. The board of directors may adopt a seal which shall be the common seal of the Society and may from time to time by resolution provide for its custody and use.

    Part 11 - Amendments

  38. The constitution and by-laws of this Society shall not be repealed or altered or added to except by special resolution.

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a Society in pursuance of this Constitution and By-laws.

DATED at the City of Victoria, in the Province of British Columbia, this 18th day of January, A.D. 1982.

  1. ALEXANDER ROBERT MARSHALL
    122 Kingham Place
    Victoria, BC
  2. JOHN FARRELL
    3923 Onyx Place
    Victoria, BC
  3. PAUL REGINALD BOWLER
    1616 Barksdale Drive,
    Victoria, BC
  4. ANTHONY NIGEL BOYDELL
    811 Melody Place
    R.R. #5, Victoria, BC
  5. MICHAEL BRYAN ELLIS
    3807 Campus,Crescent
    Victoria, BC

FORM 4, SOCIETY ACT

LIST OF FIRST DIRECTORS OF PRAIRIE INN HARRIERS ASSOCIATION

Full name and resident address

  1. ANTHONY NIGEL BOYDELL
    811 Melody Place, R.R. #5
    Victoria. BC, V8X 4M6
  2. LINDA MOIST
    860 Isbister Street.
    Victoria, BC, V9A 6V5
  3. FERN PERKINS
    350 Gorge Road West,
    Victoria, BC, V9A 1M8
  4. PAUL REGINALD BOWLER
    1616 Barksdale Drive,
    Victoria, BC, V8N 4Z8
  5. RICHARD KRAWETZ
    2544 Mill Hill Road,
    Victoria, BC, V9B 4X7

DATED this 25th day of January, 1982.

FORM 5, SOCIETY ACT

NOTICE OF ADDRESS OF SOCIETY

The address of the society is c/o STRAITH COMPANY# Barristers & Solicitors, 600 - 1070 Douglas Street Victoria, British Columbia until the day after the next Notice of Address of the society is filed by the Society.

DATED this 19th day of January, 1982.

FORM 6, SOCIETY ACT

AMENDMENTS TO THE BY-LAWS OF PRAIRIE INN HARRIERS ASSOCIATION

10. Amend By-law 10 to read, "The annual general meeting shall be held in November in each year at such place and time as may be determined by the board of directors."

12. Add statement to the end of By-law 12 to read, "Notice is not required for meetings held on a designated day of each month (e.g. 4th Monday) if members are advised on an annual Information Sheet or Newsletter."

23. Add statement to the end of By-law 23 to read, "These four (4) officers form the Executive Committee and they may appoint additional directors if and as required."

37. Add statement to the end of By-law 37 to read, "The fiscal year of the Society shall start on November 1 and end on October 31 of each year."

WE, the several persons whose names and positions are subscribed, are desirous of amending the by-laws of the constitution of the Prairie Inn Harriers Association.

DATED at the City of Victoria, in the Province of British Columbia, this 27th day of January, A.D. 1992.

  1. BOB REID, President
  2. JACK MILLER, Vice President
  3. JANIS SHISHIDO, Secretary
  4. MAURICE TARRANT, Treasurer
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