Constitution and Bylaws - Mayne Island Conservancy

CONSTITUTION

1. The name of the Society is:

MAYNE ISLAND CONSERVANCY SOCIETY

2. The purposes of the Society are:

a. To conserve and promote the conservation of the ecological values of Mayne Island’s terrestrial and marine eco-systems, and those of the surrounding region.

b. To educate and increase the public’s understanding of the importance of these values by offering seminars, workshops, ecological tours, and educational programs.

c. To provide expert advice to government bodies, the community and other organizations on these eco-systems.

d. To encourage and support conservation of private property through stewardship, lease, covenant, land purchase or other instrument.

e. To undertake research and restoration projects related to these eco-systems.

f. To hold and/or administer conservation covenants, or other legal tools, for the establishment, protection and management of ecologically significant areas.

g. To raise money, acquire funds, accept gifts or other assistance to acquire interests in land or personal property, by purchase, donation, covenant or otherwise.

h. To manage such interests in land or personal property or exchange, rent, lease, transfer or sell those interests to further the purposes of the Society.

i. To undertake anything incidental and necessary to promote and attain the Society’s purposes.

3. The operations of the Society shall be carried on primarily in the Province of British Columbia.

4. The purposes of the Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purposes.

Bylaws of the Mayne Island Conservancy Society

Part I – Interpretation

1. In these by-laws, unless the context otherwise requires,

(a)“Societies Act” and “Act” mean the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;

(b)The definitions of the Societies Act which came into effect on November 29, 2016 or later apply to these by-laws.

2. The operations of the Society shall be carried on primarily in the Province of British Columbia.

This provision was previously unalterable.

3. The purposes of the Society shall be carried on without purpose of gain for its members and any profits or other accretions to the Society shall be used for promoting its purposes.

This provision was previously unalterable.

4. Words importing the singular include the plural and vice versa; and words importing a person include a
corporation and vice versa.

5. Unless the context otherwise requires:

(a) “address” or “registered address” means the address used in reports required by the Societies Act;

(b) “directors” means the incumbent directors of the Society;

(c) “special resolution” means a resolution requiring a majority of 75% of such voting members as are present at a general meeting.

Part II – Membership

6. A person may, on payment of the prescribed fee, become a member in one of the following categories:

(a) Regular member: -a person who has paid the membership fee, and such regular member shall be entitled to vote. Individuals 12 years of age and older shall be entitled to vote.

(b) Organizational member: – any corporation or business may be represented by a person authorized on behalf of the corporation who shall be entitled to vote

7. Every member shall uphold the constitution and comply with these by-laws.

8. Voting members of the Society shall have the right to select a Board of Directors from among themselves in accordance with Part 5 of these by-laws; and also have the right to participate in and take an active role in the association’s activities subject to any constraints set out elsewhere in these by-laws or the Act.

9. The membership shall be the calendar year.

10. The members may determine the membership dues at the annual general meeting and such dues may not be changed during the membership year except in exceptional circumstances.

11. A person shall cease to be a member of the Society:

(a) by delivering written notice of resignation to the secretary of the Society or by mailing or delivering it to the address of the Society; or

(b) on death or in the case of a corporation on dissolution; or

(d) by failure to pay the annual membership fees (dues).

12. (a) A member may be expelled by a special resolution of the members passed at a general meeting;

(b) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion;

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

13. All members are in good standing except members who have failed to pay their current annual membership fee or any other subscription or debt due and owing by them to the society, and they are not in good standing so long as the debt remains unpaid.

Part III – Meetings of Members

14. General meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the directors decide.

15. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

16. The directors may, whenever they think fit, convene an extraordinary general meeting; or such meeting shall be called upon petition signed by 10%of the members.

17. (a) Notice of a general meeting shall specify the place, the day and the hour of the meeting, and, in the case of special business, the general nature of that business;

(b) 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.

18. The annual general meeting shall be held at least once every calendar year and not more than

18 months after holding the last annual general meeting.

Part IV – Proceedings at General Meetings

19. Special business is:

(a) all business of an extraordinary general meeting except the adoption of the rules of order, and

(b) all business that is transacted at an annual general meeting, except

(i) the adoption of the rules of order,

the consideration of the financial statements,

(iii) the report of the directors,

(iv) the report of the auditors, if any,

(v) the election of directors,

(vi) the appointment of the auditor, if required, and

(vii) such other business as under these by-laws ought to be transacted at an annua lgeneral meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

20. (a) A minimum quorum is 10 members present or such greater number as the members may determine at a general meeting.

(b)No business, other than the election of a chairperson and the adjournment or termination of the meeting, shall be conducted as a general meeting at a time when a quorum is not present.

(c) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

21. If within 30 minutes after the time appointed for a members’ meeting a quorum is not present:

      (a) the meeting shall stand adjourned until the same day of another week within the next month;  and
      (b) members, and most particularly members at the adjourned meeting, shall be advised of the new date, time and place of the subsequent meeting.
      (c) If, at the reconvened meeting, a quorum is not present within 30 minutes of the appointed time for the meeting, the members present, including directors, shall constitute a quorum.

22. Subject to section 23 below, the president of the Society, the vice-president, or in the absence of both, one of the other directors present shall preside as chairperson of a general meeting.

23. 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 other directors present are unwilling to act as chairperson, then the members present shall choose one of their number to be chairperson.

24. (a) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(b) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

Except as provided in this by-law, it is not necessary to give notice of adjournment or of the business to be transacted at an adjourned general meeting.

25. (a) A resolution proposed at a meeting must be seconded and the chairperson of a meeting may move or second a resolution.

(b) The chairperson of a meeting may exercise their right as a member to vote.

(c) In case of an equality of votes the chairperson shall not have a casting or second vote in addition to the vote referred to in subsection 25(b) and the proposed resolution shall not pass.

26. (a) A member in good standing present at a meeting of the members is entitled to one vote.

(b) Voting is by show of hands, unless the members otherwise decide.

27. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

Part V – Directors and Officers

28. (a) The directors may exercise all such powers and do all such things as the Society may exercise and do, and which are by these by-laws or statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless, to the provisions of;

(i) all laws affecting the Society;

(ii) these by-laws; and

(iii) rules, not being inconsistent with these by-laws, which are made from time to time by the Society in general meeting.

(b) No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

29. (a) There shall be seven directors elected by the members or such greater number, not to exceed 12, as determined by the members.

(b) The president, the vice-president, secretary, treasurer and such other persons as determined by the members shall be the officers of the Society.

30. (a) The board shall appoint a nominating committee to prepare a slate of candidates for election to vacant directors’ positions at the annual general meeting.

(b) Nominations shall close 48 hours before the annual general meeting.

(d) To ensure continuity on the board, approximately half the directors will be elected each alternate year.

(e) A retiring director may seek re-election.

(f) A director must be a member of the Society in good standing.

(g) An election may be by acclamation, otherwise it shall be by ballot; other election procedures at the annual general meeting shall be determined by the members present.

(h) Unless otherwise provided by the members present at the annual general meeting, the officers shall be elected by the directors at the first meeting of the directors following the annual general meeting and in the manner approved by the directors.

31. (a) The directors may at any time appoint a member as a director to fill a vacancy on the board, provided that not more than 3 directors shall be appointed in this manner in any one year, subject to subsection (c) below.

(b) The directors may at any time appoint a director to fill any officer vacancy.

(d) An officer appointed under subsection (b) above shall hold office until the next annual general meeting.

32. No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

33. The members may by special resolution remove a director before the expiration of the term being served, and may elect a successor to serve to the next annual general meeting.

34. No director or officer shall be remunerated for being or acting as a director or officer, but a director or officer may be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

35. No director may be an employee of the Society, or hold a contract with the board that would result in a salary, wage or profit.

Part VI- Proceedings of Directors

36. (a) The directors shall hold regularly scheduled meetings at times and places it specifies for the dispatch of business, and such times and places will be posted on the Conservancy website.

(b) All meetings shall be open to members in good standing except that such bodies may meet in private, subject to subsection (c) below, to discuss sensitive issues.

(c) The directors may adjourn and otherwise regulate their meetings and proceedings, as they see fit; provided all votes are taken in open session.

(d) The directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the directors then in office.

(e) The president shall be the chairperson of all meetings of the directors, unless the directors otherwise decide.

(f) A director may at any time and the secretary on the request of a director, shall, convene a meeting of the directors.

37. (a) The directors may delegate any, but not all, of their powers to committees consisting of such persons as they think fit and may name the committee.

(b) A committee will include at least one director, unless a general meeting decides otherwise.

(c) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the directors.

Subject to directions of the directors, the committee shall determine its own procedure.

(e) The members of a committee may meet and adjourn as they think proper.

38. (a) Questions arising at any meeting of the directors and committees of directors shall be decided by a majority of votes.

(b) In case of an equality of votes the chairperson does not have a second or casting vote and the motion shall not pass.

(c) A resolution proposed at a meeting of directors or committee of directors must be seconded and the chairperson of a meeting may move or propose a resolution.

39. Every member has a right to inspect the minutes of directors, committee and general meetings; account books, general correspondence and registers as required by the Societies Act at all reasonable times on application to the appropriate officer, provided that such inspection shall not include confidential matters relating to any individual’s financial transactions as specified in section 40 below.

40. A meeting of directors may be closed to other members and to the public (held ‘in camera’) when discussion will be limited to:

      (a)  personal information about an identifiable individual who holds or is being considered for a position as an officer, employee or agent of the Society or another position appointed by the Society, or
       (b)  any other individual whose reasonable right to privacy would be breached by divulgence of the discussion;
       (c)  labour relations or other employee relations;
       (d) the acquisition or disposition of land or improvements, if the board considers that disclosure could reasonably be expected to be detrimental to the interests of the Society or to a landowner; or
       (e) the consideration of information received and held in confidence relating to negotiations between the Conservancy and any other party, including but not limited to individuals, governments and businesses.

41. A resolution in writing or via email, passed by a majority of the directors and placed within the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part VII – Duties of Officers

42. (a) The president shall preside at all general meetings of the Society and meetings of the directors, unless the members or directors otherwise decide.
(b) The president is the chief executive officer of the Society.

43. The vice-president shall carry out the duties of the president during the absence of the president.

44. The secretary shall:

(a) Conduct the correspondence of the Society;

(b) Issue notice of 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

Maintain the register of members.

45. The treasurer shall:

(a) Keep such financial records, including books of account, as are necessary to comply with theSocieties Act; an

(b) Render financial statements to the directors, members and others when required;

46. (a) The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

(b) Other officers, if any, shall perform such duties as the members decide.

The directors or members may add additional duties to any director or officer or transfer duties among directors or officers.

47. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

Part VIII– Auditor

48.This part applies only where the Society is required or has resolved to have an auditor or a Review Engagement Report.

( a) An auditor shall be informed forthwith in writing of appointment or removal.

(b) An auditor may be removed by ordinary resolution.

(d) The auditor may attend general meetings.

Part IX – Borrowing

49. 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 such manner as they decide and in particular but without limiting the generality of the foregoing by the issue of debentures.

50. No debentures shall be issued without the sanction of a special resolution under section 19 (a) at a general meeting which requires a 75% majority vote.

51.The members may by special resolution restrict the borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting.

Part X- Disposal of Interest in Land

52. Where in the opinion of the Board it is in the best interest of the Society to sell or transfer land, the proposed sale shall require a special resolution adopted by a general meeting of the Society and, in the notice given to members, it shall describe the lands to be sold or transferred, both by legal description and general description, and shall give its reasons for recommending that such land be sold or transferred.

53. Without limiting the foregoing paragraph, it shall be borne in mind by the Board of Directors and membership that Society land, under use in accordance with the principles and objectives of the Constitution and under lease or land contracts, should not be sold and that, in general, Society land shall not be sold except under extraordinary circumstances and conditions.

54. Where the Society holds one or more interests in land that are certified as ecological gifts under the Canadian Ecological Gifts Program, the Society, consistent with the constitution,

(a) may dispose of such interests in land only to eligible Ecological Gifts Program recipients that are also qualified donees as defined by the Income Tax Act at the time of gift; and

(b) shall endeavour to dispose of all ecological gifts to eligible Ecological Gifts Program recipients that are also qualified donees as defined by the Income Tax Act at the time of disposition in the event the directors determine that a winding up or dissolution of the Society is imminent.

Part XI – Dissolution of the Society

55. In the event of dissolution of the Society, the assets of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to such organization or organizations promoting the same or similar purposes of this Society as may be determined by the members of the Society at the time of dissolution; provided that such organization is a registered charity recognized by the Department of National Revenue, Taxation, as qualified as such under the provisions of the Income Tax Act of Canada from time to time in effect and, when applicable, be in conformity with the requirements of section 501(c) (3) of the Internal Revenue Code of 195(c) of the United States of America, or such provisions now in effect or subsequently amended.

This provision was previously unalterable.

Part XII – Notice to Members

56.A notice may be given to a member, either personally, or by postal or electronic mail, or by public notice in the MayneLiner Magazine and /or on the Society’s website.

57.Notice of a general meeting shall be given to:
a. every member shown on the register of members at least two weeks before the meeting is to be held;
b. the auditor, if Part VIII applies.
c. No other person is entitled to receive a notice of general meeting.

Part XIII – Miscellaneous

58. After being admitted a member is entitled to a copy of the Constitution and By-Laws.

59. These by-laws shall not be altered or added to except by special resolution.

60. Where a voting member of the Society at a general meeting objects to a procedural ruling of the chair, which is not supported by these by-laws or by prior resolution of the membership, then ROBERT’S RULES OF ORDER shall apply; and if ROBERT shall remain silent on the subject, the matter shall be put immediately to the members present.

Passed at Annual General Meeting, dated this 27th day of April, 2019