PRAIRIE INN HARRIERS ASSOCIATION
Constitution and Bylaws
Constitution of the Prairie Inn Harriers Society (the “Society”):
- The name of the Society is PRAIRIE INN HARRIERS ASSOCIATION.
- The purpose of the Society is to encourage participation in running for fitness, fun and competition.
- This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.
Part 1 – Interpretation
1.1 In these Bylaws:
"Board" means the Directors of the Society, specifically President, Vice President, Treasurer, Secretary, Member Registrar and Directors at Large;
Act" means the Societies Act of British Columbia as amended from time to time;
Registered Address" of a member means his address as recorded in the register of members;
Bylaws” means these Bylaws as altered from time to time.
1.2 The definitions in the Act apply to these Bylaws.
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 – Membership
Application for Membership
2.1 A person may apply to the Member Registrar of the Society electronically, by mail, or in person, and the person becomes a member on the Member Registrar’s acceptance of the application, or as defined by the Board. Members applying electronically must provide an email address with their membership application.
Duties of Members
2.2 Every member shall uphold the constitution and comply with these bylaws. There shall be two classes of membership in the Society, namely “Active” and “Associate’”.
2.3 Corporations, societies and other non-natural persons are eligible for Associate membership. Associate members are not entitled to vote at meetings of the Society.
2.4 The amount of the annual membership dues, if any, must be determined by the Board and may be different for Active membership and Associate membership.
2.5 Active members in good standing shall each be entitled to one vote at all meetings of the members of the Society. Associate members shall not be entitled to vote at meetings of the members of the Society.
2.6 Corporations and partnerships are entitled to become Associate members of the Society.
2.7 A member is not in good standing if the member’s annual membership dues, if any, are unpaid.
2.8 An Active member who is not in good standing may not vote at a general meeting and is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
Entitlement of Members to a Copy of the Constitution and Bylaws
2.9 On being admitted to membership, each member is entitled to, and the Society will provide the member with the Constitution and these Bylaws.
Termination of Membership
- 10A person’s membership in the Society is terminated if the person:
- delivers a resignation in writing to the Society by mail, electronically, or in person to the address of the Society, or
- is expelled; or
( c. s not in good standing for three (3) consecutive months.
2.11 A member may be expelled for conduct that is improper or unbecoming of a member or that may harm the reputation or hinder the interests of the Society.
2.12 A member may be expelled by a special resolution of the members passed at a general meeting provided that:
(a) The notice of special resolution for expulsion includes a brief statement of the reasons for the proposed expulsion; and,
(b) The person who is the subject of the proposed resolution for expulsion is given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
Part 3 - Meetings of Members and Notices
Time and Place of General Meeting
3.1 The Annual General Meeting must be held at the time and place the Board determines.
3.2 Other meetings of the members, whether general or special, may be held at the time and place the Board determines, and shall be held by written request of at least ten (10) voting members submitted to the Board.
Ordinary business at general meeting
3.3 At a general meeting, the following business is ordinary business:
(a) consideration of any financial statements of the Society presented to the meeting;
(b) consideration of any reports of the directors or auditor;
(c) election or appointment of directors;
(d) appointment of an auditor, if any;
(e) business arising out of a report of the directors not requiring the passing of a special resolution.
Notice of special business
3.4 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.
Notice of Meeting
3.5 Notice of the time and place of all meetings of the members shall be given to the members by forwarding such notice to each member either electronically or at his last known address at least fourteen (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.
3.6 Whenever under the provisions of these bylaws, notice is required to be given, such notice may be given electronically, 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 electronically or by post shall be deemed to be sent electronically or sent by mail once same was deposited in the post office or public letter box.
3.7 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
Chair of general meeting
4.1 The chair of a general meeting is the individual appointed by the Board to preside as the chair, or if no such person is appointed:
(a) the president,
(b) the vice-president, if the president is unable to preside as the chair, or
(c) one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.
Quorum for Meetings
4.2 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.
4.3 A quorum for the transaction of business at any meeting of the members is ten (10) members present.
4.4 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,
(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and
(b) in any other case, the meeting stands adjourned until it is rescheduled.
4.5 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.
Adjourning General Meetings
- 6The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting, 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
- 7It 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.
Procedure at meetings
4.8 The procedure at any meeting shall be as determined by the Board but failing any determination shall be in accordance with Robert’s Rules of Order.
4.9 The Secretary or such other person as the Board may appoint, shall keep the minutes of all meetings of the Society and of the Board of Directors and all minutes shall be open and available for inspection by members and Directors at all times.
Order of business at general meeting
4.10 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
4.11 Subject to paragraphs 4.10 and 5.8 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 such a vote, the chair of the meeting directs that voting must be by a secret ballot.
4.12 A member in good standing, present at the meeting of members, is entitled to one vote.
4.13 A member who is absent from the meeting may submit their vote by signed proxy.
4.14 In the case of an equality of votes, the Chair of the meeting shall not have a casting or second vote to which he may be entitled as a member and the proposed resolution shall not pass.
Announcement of Result
4.15 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.
Matters decided at general meeting by ordinary resolution
4.16 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.
Part 5 - Directors and Officers
Number of Directors on Board and Election of Directors
5.1` The management and administration of the affairs of the Society shall be vested in the Board which must have no fewer than five (5) and no more than twelve (12) Directors.
5.2 Each Director shall be elected to hold office until the conclusion of the next annual general meeting after he shall be appointed or elected.
5.3 Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position:
- the President,
- the Vice-President,
- the Secretary,
- the Treasurer, and,
- Member Registrar.
5.4 Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.
Election or appointment of directors
- 5Prior to each annual general meeting, the Board may appoint a nominating committee consisting of not less than three (3) members who will nominate sufficient members to provide a full slate of Directors and who have consented to stand for election.
- 6Additional nominations may be made from the floor at the time of the meeting upon the nominee’s signed consent being provided to the Board at that time.
- 7A member of the Society who has been a member in good standing for not less than twelve (12) consecutive months immediately prior to the election shall be eligible to be a Director.
- 8At each annual general meeting, the voting members entitled to vote for the election or appointment or directors must elect or appoint the Board. The election shall be by secret ballot, unless a position is being filled by acclamation.
- 9A Director may resign by delivering a signed notice of resignation to the President, which resignation shall take effect immediately when it is received. The office of a Director shall also be vacated if the Director ceases to be a voting member of the Society, becomes of unsound mind or is removed from his office by Special Resolution of the general membership.
Directors may fill casual vacancy on Board
- 10The 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.
- 11A 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.
- 12Vacancies 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 - Directors’ Meetings
- 1A directors’ meeting may be called by the president or by any 2 other directors.
- 2At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period.
- 3The 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.
- 4The Directors may regulate their meetings and proceedings as they think fit.
- 5The quorum for the transaction of business at a directors’ meeting is a majority of the Directors.
Part 7 – Board Positions
Qualifications of Directors
- 1A person may be nominated, elected or appointed to serve, or continue to serve, as a Director if he or she:
- Is more than 18 years of age;
- Is a voting member in good standing;
- Has not been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs;
- Is not an undischarged bankrupt; and,
- Has not been convicted of an prescribed offense within the prescribed period, for which no pardon has been granted, all in accordance with the Societies Act.
Remuneration of Directors and signing authority
- 2No Director shall receive any remuneration from this Society for services rendered as a member of the Board, but a Director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society upon written approval of the expenses by the Treasurer.
7.3 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.
Role of president
7.4 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
7.5 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
7.6 The secretary is responsible for ensuring the necessary arrangements have been made for, the following:
(a) issuing notices of general meetings, special meetings and directors’ meetings;
(b) taking minutes of general meetings, special meetings and directors’ meetings;
(c) keeping the records of the Society in accordance with the Act;
(d) conducting the correspondence of the Board;
(e) filing the annual report of the Society and making any other filings with the registrar under the Act.
Absence of secretary from meeting
7.7 In the absence of the secretary from a meeting, the Board must appoint another individual to act as recording secretary at the meeting.
Role of treasurer
7.8 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.
Role of the Member Registrar
- 9The Member Registrar is responsible for:
- Maintaining an up-to-date register of club members.
- Registering new club members.
- Managing new membership and membership renewal fees.
- Coordinating registration of individual Prairie Inn Harriers members with other organizations.
7.10 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 8 – Borrowing Powers
8.1 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, Members may by special resolution restrict the borrowing powers of the Directors.
Part 9 – Audits and Accounts
- 1The Society’s financial statements may be audited at the end of each fiscal year and the Directors may from time to time appoint an auditor or auditors to hold office for such period as the Directors may determine.
9.2 The auditors 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.
9.3 The fiscal year of the Society shall start on January 1 and end on December 31 of each year.
- 4The Society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this Society may distribute its money and other property to its members.
Part 10 - Amendments
10.1 This Constitution and Bylaws replaces the earlier edition filed in the City of Victoria, in the Province of British Columbia, on the 18th of January, A.D. 1982.
- 2The Constitution and Bylaws of this Society shall hereafter not be repealed or altered or added to, except by special resolution.
Effective Date of Alteration
10.3 The Constitution and Bylaws may only be repealed, altered, amended or added to by special resolution, such changes to take effect on the date notice of when the alteration is filed with the Registrar in accordance with the Act.
We, the persons whose names are subscribed below, are desirous of submitting this new Constitution and Bylaws for the Prairie Inn Harriers Association to the Registrar of Companies. Dated at the City of Victoria, in the Province of British Columbia, on the 1st day of January, A.D., 2018:
- Kathleen Birney, President
- Gary Duncan, Vice-President
- Sonja Yli-Kahila, Secretary
- Bob Reid, Treasurer, Member Registrar
- Heather Afford, Director at Large