Village Vancouver

Vancouver's Leader in Transition toward Strong, Resilient, Complete Communities

Constitution and Bylaws

Constitution and Bylaws

VILLAGE VANCOUVER TRANSITION SOCIETY


Constitution

Article 1 Name

The name of the Society is "Village Vancouver Transition Society”.

Article 2 Purposes

The purposes of the Society are to inspire individuals and organizations to collaborate in taking actions that build sustainable and resilient communities in the Vancouver region and shall include the following:

a)     to assist residents and institutions in Metropolitan Vancouver to make a transition towards a sustainable future

b)    to promote social, cultural, ecological and economic solutions to address the challenges posed by over-consumption, peak oil, ecological depletion and climate change

c)     to support ideas and initiatives to strengthen neighbourhoods

d)    to initiate and support neighbourhood “villages”

e)     to encourage individuals and groups to collaborate in support of common goals

f)     to organize educational activities in support of these purposes

g)    to organize community-building activities

h)     to ensure the activities of Village Vancouver Transition Society are consistent with the spirit and intent of the Universal Declaration of Human Rights

 

Article 3 Place of Operation

 

The operations of the Society are to be chiefly carried on in the area known as Metropolitan Vancouver, in the province of British Columbia. This provision is unalterable.

 

Article 4 Dissolution

The Society shall not be operated for profit. Upon the winding up or dissolution of the Society, any property or funds remaining after the satisfaction of its liabilities shall be given or transferred to such organizations in British Columbia having similar objectives as the Board may chose. This article is unalterable.


Village Vancouver Transition Society Bylaws


Part 1 — Interpretation

(1) 

In these bylaws, unless the context otherwise requires:

 

 

"directors" means the directors of the society for the time being;

 

 

"Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;

 

 

"registered address" of a member means the member's address as recorded in the register of members.

 

(2) 

The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.

Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Part 2 — Membership

The members of the society are the applicants for incorporation of the society, and those persons who subsequently become members, in accordance with these bylaws and, in either case, have not ceased to be members.

A person may apply to the directors for membership in the society and on acceptance by the directors is a member.

Every member must uphold the constitution and comply with these bylaws.

The amount of the first annual membership dues must be determined by the directors and after that the annual membership dues must be determined at the annual general meeting of the society.

A person ceases to be a member of the society

 

 

(a) 

by delivering his or her resignation in writing to the secretary of the society by email or by mailing or delivering it to the address of the society,

 

 

(b) 

on his or her death or, in the case of an organization, on dissolution,

 

 

(c) 

on being expelled, or

 

 

(d) 

on having been a member not in good standing for 12 consecutive months.

(1) 

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

 

(2) 

The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

 

(3) 

The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

All members are in good standing except a member who has failed to pay his or her current annual membership fee, or any other subscription or debt due and owing by the member to the society, and the member is not in good standing so long as the debt remains unpaid.

Part 3 — Meetings of Members

10 

General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.

11 

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

12 

The directors may, when they think fit, convene an extraordinary general meeting.

13 

(1) 

Notice of a general meeting must specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.

 

(2) 

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.

14 

The first annual general meeting of the society must be held not more than 15 months after the date of incorporation and after that an annual general meeting must be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

Part 4 — Proceedings at General Meetings

15

(1)

Ordinary business to be transacted at an Annual General Meeting is:

( a)

the consideration of the financial statements;

(b)

the report of the Board;

(c)

the report of the auditor;

(d)

the election of members of the Board;

(e)

the appointment of the auditor, if required; and,

(f)

the other business that, under these Bylaws, ought to be transacted at an Annual General Meeting, or business which is brought under consideration by the report of the Board issued with the notice convening the meeting.

(2)

Special business is all business to be transacted at an Extraordinary General Meeting, and all business to be transacted at an Annual General Meeting except that specified in Bylaw 15 (1). 

16

 

(1) 

Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present.

 

(2) 

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

 

(3) 

A quorum is five percent (5%) of the members of the society but shall not be less than ten members.

17 

If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

18 

Subject to bylaw 19, the president of the society, the vice president or, in the absence of both, one of the other directors present, must preside as chair of a general meeting.

19 

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 the other directors present are unwilling to act as the chair,

 

the members present must choose one of their number to be the chair.

20 

(1) 

A general meeting may be adjourned from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

 

(2) 

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

 

(3) 

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

21 

(1) 

A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

 

(2) 

In the case of a tie vote, the chair does not have a casting or second vote in addition to the vote to which he or she may be entitled as a member, and the proposed resolution does not pass.

22 

(1) 

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

 

(2) 

Voting is by show of hands.

 

(3) 

Voting by proxy is not permitted.

23 

An organizational 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 must be considered as a member for all purposes with respect to a meeting of the society.

Part 5 — Directors and Officers

24 

(1) 

The directors may exercise all the powers and do all the acts and things that the society may exercise and do, as long as they are in accordance with:

 

 

(a) 

all statutes and laws affecting the society,

 

 

(b) 

these bylaws, and

 

 

(c) 

rules, not being inconsistent with these bylaws, that are made from time to time by the society in a general meeting.

 

(2) 

A rule, made by the society in a general meeting, does not invalidate a prior act of the directors that would have been valid if that rule had not been made.

25

(1)

The Board shall consist of the officers of the society, the immediate Past-President who shall serve for one year following his or her term of Presidency and six members-at-large.

(2)

Members of the Board shall have been members of the society for a period of at least 90 days prior to the date of their election.

(3)

Officers of the society shall consist of a President, Vice-President, Secretary and Treasurer.

(a)

The terms of office of an officer shall expire upon the election of a person to the position at the next following Annual General Meeting.

(b)

An officer shall be eligible for re-election to the same position except that an officer who has held a position for three consecutive terms shall be ineligible for re-election to that position until the second Annual General Meeting following the conclusion of his or her most recent term.

(4)

The members-at-large shall serve a term of two years each.  

(a)

The terms of office of three of the six members-at-large shall expire in odd-numbered years, and the terms of office of the other three shall expire in even-numbered years.

(b)

No member-at-large shall serve more than two consecutive terms and shall not be eligible for re-election until at least two years shall have elapsed.

26

In the event of the death, resignation, removal from the vicinity of Vancouver, or expulsion from the society, of a member of the Board, or of his/her inability or failure to participate in Board meetings for a continuous period of three (3) months without excused absence, the Board may declare the position vacant and appoint a successor to that position until the next Annual Meeting, when a successor shall be elected by the members to serve the unexpired portion of the term.

27

(1) 

The directors, except those filling the second year of their term, must retire from office at each annual general meeting when their successors are elected.

 

(2) 

Separate elections must be held for each office to be filled.

 

(3) 

An election may be by acclamation, otherwise it must be by ballot.

 

(4) 

If a successor is not elected, the person previously elected or appointed continues to hold office.

28 

An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.

29 

A director must not be remunerated for being or acting as a director but a director must be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the society.

Part 6 — Proceedings of Directors

30 

(1) 

The directors may meet at the places they think fit to conduct business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

 

(2) 

A quorum is a majority of the directors then in office.

 

(3) 

The president is not necessarily the chair of all meetings of the directors. Another member may preside at meetings by agreement of the board.

 

(4) 

A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.

31 

(1) 

The directors may delegate any, but not all, of their powers to committees consisting of directors and/or members of the society, as they think fit.

 

(2) 

A committee so formed in the exercise of the powers so delegated must conform to any rules imposed on it by the directors, and must report to the Board on their activities.

32 

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

33 

For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

34

(1) 

Questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes.

 

(2) 

In the case of a tie vote, the chair does not have a second or casting vote.

35 

A resolution proposed at a meeting of directors or committee of directors need not be seconded, and the chair of a meeting may move or propose a resolution.

36  

A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 7 — Duties of Officers

37

(1) 

The president presides at all meetings of the society and of the directors unless there is agreement to delegate this authority to another member of the board.

 

(2) 

The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.

38 

The vice president must carry out the duties of the president during the president's absence.

39 

The secretary must do the following:

 

 

(a) 

conduct the correspondence of the society;

 

 

(b) 

issue notices of meetings of the society and directors;

 

 

(c) 

keep minutes of all 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;

 

 

(e) 

maintain the register of members.

40

The treasurer must

 

 

(a) 

keep the financial records, including books of account, necessary to comply with the Society Act, and

 

 

(b) 

render financial statements to the directors, members and others when required.

41 

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

Part 8 — Borrowing

42

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 the manner they decide, and, in particular but without limiting that power, by the issue of debentures.

43 

A debenture must not be issued without the authorization of a special resolution.

44

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

Part 9 — Auditor

45 

This Part applies only if the society is required or has resolved to have an auditor.

46 

The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.

47 

At each annual general meeting the society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next annual general meeting.

48 

An auditor may be removed by ordinary resolution.

49 

An auditor must be promptly informed in writing of the auditor's appointment or removal.

50

A director or employee of the society must not be its auditor.

51

The auditor may attend general meetings.

Part 10 — Notices to Members

52

A notice may be given to a member, either personally, by email or by mail to the member at the member's registered address.

53 

A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

54  

(1) 

Notice of a general meeting must be given to

 

 

(a) 

every member shown on the register of members on the day notice is given, and

 

 

(b) 

the auditor, if Part 9 applies.

 

(2) 

No other person is entitled to receive a notice of a general meeting.

Part 11 — Bylaws

55 

On being admitted to membership, each member is entitled to, and the society must either:

(a)

give the member either by email or in print without charge, a copy of the constitution and bylaws of the society, or

(b)

make the constitution and bylaws of the society available on the society’s website.

56 

These bylaws must not be altered or added to except by special resolution.

 

Dated May 9, 2011. Amended by special resolution 2014.

 

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