Proposed New Bylaws of Canadian Network for Ocean Education Society (the “Society”) based on new Model Bylaws (Societies Regulation 2015, Schedule 1)
PART 1 – DEFINITIONS AND INTERPRETATION
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 The Society has 2 general classes of members with further division into levels as defined in the Society’s Membership Policy:
a. Voting – A person or organization may apply for voting membership in the Society, and becomes a voting member on payment of annual membership dues. The member will receive the specific benefits and number of votes described in the Membership Policy for voting members.
b. Non-voting – A person may apply for non-voting membership in the Society, and becomes a non-voting member on the Board’s acceptance of the application. The member will receive the specific benefits described in the Society’s Membership Policy for non-voting members. A non-voting member may change to voting at any time with payment of membership dues. (The Board introduced paid membership levels in January 2018 but will retain a free non-voting membership class option with fewer benefits. Members who joined over the past 3 years who have not upgraded to a paid voting membership will be moved into this class.)
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, if any, shall be determined by
the Board. (In old bylaws: after the first dues are set by the Board, changes need to be
approved at the annual general meeting.)
Unpaid membership dues
2.4 A voting member who fails to pay the member’s annual membership dues will become a non-voting member for as long as the membership dues are unpaid.
PART 3 – GENERAL MEETINGS OF MEMBERS
Time and place of general meeting
3.1 A general meeting must be held each calendar year at the time and place the Board determines, which may be outside BC but within Canada. (In old bylaws: in each calendar year and not more than 15 months after the last one, and ability to hold it outside BC needed clarifying in the bylaws.)
Notice of general meetings
3.2 Written notice of the date, time and location of a general meeting must be sent to every member of the society at least 14 days before the meeting. In accordance with the Societies Act, notice can be sent by email to members if
(a) membership exceeds 250 and
(b) notice of the date, time and location of the meeting is posted, commencing at least 21 days before the meeting and ending when the meeting is held, on a website that is maintained by or on behalf of
the society and is accessible to all of the members of the society (Old bylaws/Act did not address email notifications; new Act requires a and b above).
Ordinary business at general meeting
3.3 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
3.4 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.
Chair of general meeting
3.5 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
3.6 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 for general meetings
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 voting members is present. A person who is entitled to participate in a general meeting may do so by telephone or other communications medium. The quorum for the transaction of business at a general meeting is 7 voting members. (Old bylaws did not accommodate electronic participation. Quorum in old bylaws: 3 members or greater number that members determine. In years between conferences, attendance of voting members at a general meeting may be a challenge so have kept the quorum requirement low.)
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,
(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.
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,
(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
3.13 In 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 (simple majority of voting members present) unless the matter is required by the Act or these Bylaws to be decided by special resolution (2/3 of voting members) or by another resolution having a higher voting threshold
than the threshold for an ordinary resolution.
PART 4 – DIRECTORS
Number of directors on Board and length of term
4.1 The Society must have no fewer than 5 directors and no more than the number determined from time to time at a general meeting. At least one of the directors must be ordinarily resident in British Columbia. Directors are elected for a 2-year term. (Old bylaw: 5 or greater number determined at general meeting (currently 12) and term was 1 year. Old and new Act require one director from BC.)
Election or appointment of directors
4.2 At or prior to each annual general meeting, the voting members in good standing must elect or appoint the Board. Voting may be by paper ballot, a show of hands, an oral vote, or another method, e.g. online, that adequately discloses the intention of the voting members. Elected or appointed directors who are NOT present at the general meeting to formally accept their positions must consent in writing to their new position. (Old bylaws: amended in 2016 to allow online voting, but did not clarify that an election could be held outside of an annual general meeting; the requirement of formal or written consent is a new requirement in the Act)
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.
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. The president and vice-president may be combined into two co-chair positions.
(Old bylaws: no mention of co-chair option)
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;
(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.
7.2 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.