Queen City Sisterhood – Order of the Moist Brollie
BYLAWS
(As ratified by the Society’s membership on June 12, 2017)
Part 1 – Definitions
Definitions
1.1 In these Bylaws:
“Society” - Queen City Sisterhood – Order of the Moist Brollie
“Act” means the Societies Act of British Columbia as amended from time to time
“Bylaws” means these Bylaws as altered from time to time
“Director” - means a person elected by the Members to serve on the board of Directors pursuant to these Bylaws.
“'Board” - means the Board of Directors of the Society.
“Executive” – means an executive Member of the Board of Directors
“General Meeting” means a meeting of the members of the Society;
“Directors Meeting” means a meeting of just the Directors of the Board
Definitions in Act apply
1.2 The definitions in the Societies 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
Membership
2.1 Sisters, Brothers, Guards, Novices, Postulants and Retired members of the Queen City Sisterhood – Order of the Moist Brollie, are Members of the Society. Aspirants are not members.
Voting Rights
2.2 All members who have obtained the level of a Fully-Professed Sister, Father or Guard have voting rights unless:
(a) not in good standing with the Society
(b) retired
(c) expelled or under disciplinary suspension from the Society
Leave of Absence
2.3 Members who have chosen a leave of absence (sabbatical), and if Fully-Professed at time of the sabbatical, still have voting rights.
Duties of Members
2.4 Every Member must uphold the constitution of the Society and must comply with these Bylaws.
Discipline of Members
2.5 The Board shall have authority to suspend or expel any Member of the Society, except Directors, for any one or more of the following grounds and in the manner set forth in Section 12 of the Society’s Policies and Guidelines:
(a) violating any provision of the by-laws or written policies of the Society;
(b) carrying out any conduct which may be detrimental to the Society or any of its Members as determined by the Board in its sole discretion;
(c) for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Society.
Reinstatement of Members
2.6 Expelled Members may be reinstated in the manner as outlined in Section 12 of the Society’s Policies and Guidelines.
Part 3 – General Meetings of Members
Time and place of the Annual General Meeting
3.1 The Annual General meeting will be held every calendar year in a location within Greater Victoria selected by the Directors and:
(a) no later than March 31st
(b) no earlier than January 1st
Date determined by Board
3.2 The exact time and date of the Annual General meeting is determined by the Board but must comply with the 3.1 of the Bylaws.
Time and place of other General meetings
3.3 General meetings will be held in a location within Greater Victoria selected by the Directors and held within the timeframe as required in the Act if special business is to be transacted.
Ordinary business at general meeting
3.4 At a 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) business arising out of a report of the Directors not requiring the passing of a special resolution.
Notice of special business
3.5 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
3.6 The Member elected by the Board to preside as the President will Chair the meeting unless unavailable, then another Director will be appointed by the Board to preside as the Chair.
Quorum required
3.7 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 Members is present.
Quorum for general meetings
3.8 The quorum for the transaction of business at a general meeting is 3 Members.
Lack of quorum at commencement of meeting
3.9 If, within 30 minutes from the time set for holding a general meeting, a quorum of 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 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
Meeting place unavailable for continuation of adjourned meeting
3.10 If, unable to comply with 3.9(b) as the original meeting place is unavailable to continue the adjourned meeting, said meeting will be rescheduled to a more suitable time and place and all attempts made to keep the rescheduled continuance within 30 days from the date the general meeting was adjourned.
If quorum ceases to be present
3.11 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
3.12 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
3.13 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
3.14 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
3.15 At a general meeting voting must be by a show of hands except that if, before such a vote, two (2) or more voting Members request a secret ballot or a secret ballot is directed by the Chair of the meeting, then voting must be by a secret ballot.
Announcement of result
3.16 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
3.17 Voting by proxy is not permitted.
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.
Notices of general meeting
3.19 Notices for a General or Annual General Meeting may be delivered to Members via electronic means (email) or regular mail and sent with sufficient time in order to comply with the specifications outlined in the Act.
Part 4 –Directors
Election of Directors
4.1 At each Annual General meeting, the Members must elect the Directors of the Board.
Number of Directors on Board
4.2. The Society must have no fewer than four (4) Directors but no more than nine (9).
No term limits
4.3 Incumbent Directors shall be eligible for re-election.
Directors may fill casual vacancy on Board
4.4 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
4.5 A Director, appointed by the Board to fill a vacancy, ceases to be a Director:
(a) at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy
(b) at the end of incapacity of the previously vacant individual and their return to the Board
Part 5 – Director’s 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 seven (7) 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
5.5 The quorum for the transaction of business at a Directors' meeting is a majority of the
Directors.
Part 6 – Board Positions
Election of Executive Board Members
6.1 The Executive Directors must be elected to the following Board positions by and from the Directors at a Directors’ meeting held immediately after the Annual General Meeting:
a) President
b) Vice-President
c) Secretary
d) Treasurer
Directors at Large
6.2 Directors who are not elected as one of the Executive Director positions described in 6.1 of these Bylaws are considered to be 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 undertaking, 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 rental contracts and 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
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:
(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.
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. 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
Part 8 – Governing Documents
Books and Records
8.1 The Books and Records shall be in the custody of the Secretary and Treasurer, and shall be open for inspection by any Member, by written request, at a reasonable time that is mutually agreeable.
Minutes of meetings
8.4 The minutes of the meetings of the Society and of the Directors shall be in the custody of the Secretary.
Audit of accounts
8.5 The accounts of the Society shall be audited by any two Members of the Society, except the member holding the title of Treasurer, appointed at the Annual General Meeting.