Bylaws – VASEUX LAKE STEWARDSHIP ASSOCIATION

Bylaws

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.

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, must 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, if any, 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

(a) may not vote at a general meeting, and

(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.

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:

(a) adoption of rules of order;

(b) consideration of any financial statements of the Society presented to the meeting;

(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 8 voting members.

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;

(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 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 8 directors.

Election or appointment of directors

4.2 Every two years at the annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

4.3 Only one person per family in a household can be voted as a director. This is meant to limit conflict of interest and the influence one family can have on the Association’s business.

4.4 Representation of directors on the South and North East side of Vaseux Lake will endeavor to be consistent with the percentage of general membership in those areas in the past 2 years.

Directors may fill casual vacancy on Board

4.5 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, termination, death or incapacity of a director during the director’s term of office.

Term of appointment of director filling casual vacancy

4.6 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.

Indemnification of Board of Directors

4.7 Vaseux Lake Stewardship Association indemnify its Directors against any legal actions, claims, or proceedings arising from or related to the performance of their duties in their capacity as Directors of the Association, to the fullest extent permitted by law. The legal protection to the Directors of the Association must be while acting in good faith and within the scope of their authorized responsibilities.

Part 5 – Directors’ Meetings

Calling directors’ meeting

5.1 A directors’ meeting may be called by the president or by any 2 other directors. No meetings can take place without the President or vice-president in attendance.

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.

5.5 A person who is entitled to participate in a Directors’ meeting may do so by telephone or other communications medium if all of the persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person.

5.6 All directors must adhere to the Vaseux Lake Stewardship Association code of conduct in Part 8 of the bylaws.

Quorum of directors

5.7 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:

(a) president;

(b) vice-president;

(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;

(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;

(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 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

(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,

(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

Part 8 – Director’s Code of Conduct

Code of Conduct Defined

8.1 The Vaseux Lake Stewardship Association (VLSA) Code of Conduct provides a set of professional guidelines for upholding ethical practices and behaviors and ensuring the highest level of integrity in our relationships with colleagues, members, volunteers, donors, other organizations and the public.

Scope of Application

8.2 The Code of Conduct applies to all members of the Board of Directors of the VLSA. Directors provide strategic leadership to the society. They must always act with fairness, honesty, integrity and openness, respecting the opinions of others and must treat all with equality and dignity.

Individual Conduct

8.3 It is expected that each board member act with dignity, integrity, honesty, and due diligence, both inside and outside of board meetings, reflecting the Society’s high standards for ethical behavior. A board member should avoid any action that could undermine the reputation or credibility of the Society.

Board members are expected to comply with the policies and practices of the board and the Society.

The conduct and language of board members must be in keeping with VLSA respectful policies and free from any discrimination or harassment prohibited by the Human Rights Code.

Board Member’s Responsibilities

8.4 Board members are expected to conduct themselves in accordance with their obligations as trustees of the Society, doing their best to ensure that the Society is well managed, financially secure, continuously evolving, and consistently operating in the best interests of the VLSA’s constitution.

Each board member serves as a fiduciary of the Society’s resources and is accountable to our volunteers, members, donors, and the public for prudent management of the Society’s financial affairs.

Board members are expected to be positive and active ambassadors for the Society in the community wherever and whenever the opportunity arises in their own personal and professional networks.

Board members are expected to support and respect the role and responsibilities of all board members, give open and fair consideration to diverse and opposing viewpoints, exercise thoughtful and independent judgement and must be willing to be a dissenting voice during board deliberations. They should endeavor to build on other board member’s ideas, should offer alternative points of view as options to be considered and invite others to do the same.

Conflict of Interest

8.5 A board member must act in good faith and in the best interests of the Society, above any personal interest or the interest of any particular constituency or other organizations they may be involved in.

Board members must be open to the views and needs of all areas of expertise and must act and vote based on the overall best interest of the Society and its constitution without partisanship.

Board members must disclose any personal or other organizational interest that may conflict, or be seen to conflict, with their ability to act in the best interests of the Society and could reasonably be considered to affect a person’s decision-making, in such situations, voluntarily withdraw from the discussion and decision-making process.

Board members who: (a) are, directly or indirectly, interested in a proposed contract or transaction with the Society; or (b) hold any office or possess any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as a board member of the Society; must disclose fully and promptly the fact, nature and extent of the interest or conflict by a notice or statement in writing, which such board member must deliver to each board member of the Society.

A failure to disclose a conflict of interest will be addressed at an in-camera Board meeting. A simple majority of the board will vote on whether a person is in a conflict of interest based on evidence provided by all impacted parties. This will include the vote of the chair and vice chair. The director found in conflict of interest will no longer attend, participate or vote in any discussion pertaining to the subject of conflict. This includes not discussing this subject with any of the directors outside of meetings.

BOARD COMMITMENTS

8.6 Board members are expected to prepare for, attend and fully participate in board and committee meetings. A board member is expected to devote the time and resources reasonably necessary to fulfilling his or her commitments to board and community activities according to their assigned societal duties.

RELATIONS AMONG BOARD MEMBERS

8.7 Board members must strive to work in an open, respectful and collaborative manner with other directors of the Society and members of board committees or task forces, both individually and in a group. They are expected to seek clarity of intention and mutual understanding by engaging in direct, respectful communication, with sensitivity to and tolerance of differing perspectives, ideas and opinions.

Board members must approach Board business with tact, collegiality, responsiveness, and patience, both during and outside formal Board meetings. A board member must refrain from trying to influence other board members in ways that would result in creating factions within the board; undermine the president of the society and limiting free and open discussion among the board or with the general membership.

CONFIDENTIALITY

8.8 Board members must not reveal or divulge confidential information and confidential information must not be used for any purpose outside that of undertaking the work of the board. They are expected to support and maintain the confidentiality of all information deemed to be confidential to the Board, including all in-camera discussions.

Without limiting a board member’s ability to solicit input from the general membership on items currently before the board, board members must refrain from circulating board and board committee reports, materials, or minutes, unless expressly approved for circulation by the Board.

Post-appointment obligations: When a board member leaves the board for any reason, there is an ongoing obligation under the Code after the appointment ends to uphold confidentiality of information; specifically, maintaining the confidentiality of all confidential, sensitive or non-public information as well as personal information in the VLSA’s care and control.

A board member may not make use of or reveal that information unless it becomes a matter of general public knowledge, or is required by law. A board member may not use confidential or proprietary information obtained through association with the VLSA to further personal interests or the interests of future employers.

COMMUNICATIONS AND SUPPORT OF BOARD DECISIONS

8.9 While having the right and responsibility to exercise independent judgement and to express dissenting opinions during board deliberations, a board member also has the obligation to respect and support the decisions of the majority, even when the board member dissented from the majority view.

A board member must not take actions publicly that have the purpose of undermining the decisions or actions of the board. A board member who intends to publicly oppose a board action should resign his or her position on the board before doing so.

Only the President or designate may speak on behalf of the Board and the Society. No board member shall speak or make representations on behalf of the Board unless authorized by the President or the Board. When so authorized, the board member’s representations must be consistent with accepted positions and policies of the Society and the Board.

News media contact and responses and public discussion of the organization’s affairs should only be made through the Board’s authorized spokespersons, the president or designate. Any board member who is questioned by news reporters or other media representatives should refer such individuals to the appropriate representatives of the Society.

BREACH OF CODE OF CONDUCT

8.10 Integrity, honesty, and trust are essential elements of the board’s success. Any board member who knows or suspects a breach of this Code of Conduct has occurred has a responsibility to report it to the Board President or, in the absence or involvement in an alleged breach of the Board President, to the Vice-President of the Board.

Upon completion of any investigation into a breach of the Code of Conduct, a summary of the investigation and decisions made should be reported to the Board in-camera. The accused director will be provided an opportunity to defend himself and have legal representation. The finding may result depending on the severity of the infraction in a board member being temporarily suspended by the simple majority vote of the board of directors. This will include a vote by the president and Vice-president.

A special resolution maybe initiated to permanently remove a director at a general membership meeting pursuant to section 50(1) of the British Columbia Societies Act, if the code of conduct infraction has resulted in the board losing faith that the director is acting honestly, in good faith with a view to the best interests of the Vaseux lake Stewardship Association.