Bylaws of The Galiano Club

Bylaws Passed at The Galiano Club Annual General Meeting – May 28, 2017

Bylaws of The Galiano Club (the “Society”) PART 1 – DEFINITIONS AND INTERPRETATION

Definitions
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

Application for membership

2.1 A person may apply to the Board for membership in the Society and the person becomes a member on the Board’s acceptance of the application. The membership year is from January 1st to December 31st.

All residents and/or taxpayers of Galiano, Wise, Charles, Gossip, Julia, Lion, Parker, Retreat, Sphinx, and Water Lot 145 Islands who are eighteen years of age and over shall be eligible for voting membership.

In addition to the voting members, non-Galiano residents, non-resident Galiano property owners, youth and groups may join The Galiano Club as non-voting members under the category of “Associate Members”.

Duties of members

2.2 Every member must uphold the constitution of the Society and must comply with these Bylaws.

Amount of membership dues
2.3 The amount of the annual membership dues shall be determined by the Board.

Member not in good standing

2.4 A member is not in good standing if the member fails to pay the member’s annual membership dues and the member is not in good standing for so long as those dues remain unpaid.

Member not in good standing may not vote 2.5 A voting member who is not in good standing

  1. (a)  may not vote at a general meeting, and
  2. (b)  is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership if member not in good standing
2.6 A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

Honorary Life membership

2.7 Honorary Life membership with full privileges in The Galiano Club may be conferred upon any person by recommendation of the Board and approval by a general meeting.

PART 3 – GENERAL MEETINGS OF MEMBERS Time and place of general meeting

3.1 A general meeting must be held at the time and place the Board determines. Ordinary business at general meeting
3.2 At a general meeting, the following business is ordinary business:

  1. (a)  adoption of rules of order;
  2. (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) business arising out of a report of the directors not requiring the passing of a special resolution.

Notice of special business

3.3 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.

Chair of general meeting
3.4 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

3.5 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 required

3.6 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.

Quorum for general meetings
3.7 The quorum for the transaction of business at a general meeting is 15 voting members or 10% of the voting members, whichever is greater.

Lack of quorum at commencement of meeting

3.8 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present,

  1. (a)  in the case of a meeting convened on the requisition of members, the meeting is terminated, and
  2. (b)  in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

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.

Order of business at general meeting
3.12 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,

  1. (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,
  2. (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

3.13 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 or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.

Announcement of result
3.14 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.

Proxy voting not permitted
3.15 Voting by proxy is not permitted.
Matters decided at general meeting by ordinary resolution

3.16 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 4 – DIRECTORS Number of directors on Board

4.1 The Society must have no fewer than 3 and no more than 11 directors.

Election or appointment of directors

4.2 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

To be eligible for election as Directors, members must additionally submit a signed consent to nomination form, including a statement that the nominee is not disqualified by the Act, to the Nominations Committee at least 10 days prior to the date set for the annual general meeting.

Directors may fill casual vacancy on Board

4.3 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.

Term of appointment of director filling casual vacancy

4.4 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.

PART 5 – DIRECTORS’ MEETINGS Calling directors’ meeting

5.1 A directors’ meeting may be called by the president or by any 2 other directors.

Notice of directors’ meeting
5.2 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

5.3 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

5.4 The directors may regulate their meetings and proceedings as they think fit.

Quorum of directors

5.5 The quorum for the transaction of business at a directors’ meeting is a majority of the directors.

A director who may be absent temporarily from British Columbia shall advise the directors of the expected dates of the absence and, if unable to participate by telephone or other communications medium, shall not be included in the quorum of any meeting of the directors during that absence.

Committees of directors

5.6 The directors shall appoint a Nominations Committee and may appoint one or more committees consisting of the directors that they consider appropriate, with written terms of reference; and may delegate, to a committee so appointed any of the directors’ powers, except the power to fill vacancies on the Board.

Conflicts of interest

5.7 Sections 56 to 58 of the Act apply where a Director has a direct or material interest in a contract, transaction or a proposed contract or transaction with the society. Directors must disclose the interest, absent themselves from discussion or consideration of the matters and abstain from voting on these matters.

PART 6 – BOARD POSITIONS Election or appointment to Board positions

6.1 Directors must be elected or appointed to the following Board positions, and a director, other than the president, may hold more than one position:

(a) president;
(b) vice-president; (c) secretary;
(d) treasurer.

Directors at large

6.2 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.

Role of president
6.3 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
6.4 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
6.5 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;

  1. (d)  conducting the correspondence of the Board;
  2. (e)  filing the annual report of the Society and making any other filings with the registrar under the Act.

Absence of secretary from meeting
6.6 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

6.7

The treasurer is responsible for doing, or making the necessary arrangements for, the following:

  1. (a)  receiving and banking monies collected from the members or other sources;
  2. (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.

PART 7 – REMUNERATION OF DIRECTORS 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.

Signing authority

7.2 A contract or other record to be signed by the Society must be signed on behalf of the Society

  1. (a)  by the president, together with one other director,
  2. (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 authorised by the Board to sign the record on behalf of the Society.

PART 8 – FINANCIAL PROCEDURES Fiscal Year

8.1 The fiscal year of the Club shall be from January 1st to December 31st. Use of Funds

8.2 The income and property of the Club, however derived, shall be applied solely toward the promotion of the objects of the Club as set forth in the Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise to any member of the Club.

Borrowing

8.3 In order to carry out the purposes of the Club, the directors may, on behalf of and in the name of the Club, borrow money in the manner they decide, but a total debt in excess of $500 shall not be incurred without the sanction of a special resolution passed by not less than seventy-five per cent (75%) of the votes at a general meeting.

Expenditures

  1. 8.4  All expenditures exceeding fifteen thousand dollars ($15,000) must be sanctioned by a special resolution passed by not less than seventy-five per cent (75%) of the votes at a general meeting.
  2. 8.5  All repairs and alterations in excess of one thousand ($1,000) must be by tender or contract accepted by the Board of Directors, and if the tender or contract price accepted by the Directors exceeds fifteen thousand dollars ($15,000), its acceptance must be sanctioned by a special resolution passed by not less than 75% of the votes at a general meeting, before the tendered or contracted.

PART 9 – WINDING UP OR DISSOLUTION

9.1 In the event of dissolution of The Galiano Club, any assets remaining after the payment of all debts and obligations shall be distributed to a recognised charitable institution in the Province of British Columbia with similar objectives, or to a suitable level of local government as directed by the members of The Galiano Club, and that these provisions with reference to dissolution and public access are unalterable.