VCA Vancouver Climbers Association
Constitution & Bylaws
S-00
CONSTITUTION
1. The name of the society is VCA Vancouver Climbers Association.
2. The purpose of the Society is to protect and assist in managing rock climbing areas in the Metro Vancouver, by:
a) Promoting sustainable and responsible climbing,
b) Building, maintaining, and restoring climbs, trails, anchors, and other needed facilities,
c) Participating in planning for and management of climbing areas,
d) Supporting data collection and research related to climbing,
e) Bringing awareness to climbers and others with regards to safety, etiquette and ethics,
f) Mitigating user conflicts and environmental impacts, and
g) Undertaking activities ancillary and incidental to the attainment of the above purposes.
Pursuant to Sections 190 and 191 of the Societies Act, the Society is not a member-funded Society.
BYLAWS
Part 1 - Interpretation
1.1 In the Constitution and the Bylaws:
a) “Act” means the Societies Act, and “Regulations” means any regulations enacted pursuant to the Act,
b) “Address of the Society” means the address of the Society as filed from time to time with the Registrar,
c) “AGM” means an annual general meeting,
d) “Board” or “Board of Directors” means the Directors acting as authorized by the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society,
e) "Board Resolution" means:
(i) a resolution passed at a duly constituted meeting of the Board by a simple majority of the votes cast by those Directors who are present and entitled to vote at such meeting, or
(ii) a resolution that has been submitted to all Directors and consented to in writing by 75% of the Directors who would have been entitled to vote on the resolution in person at a meeting of the Board, and such a resolution may be in two or more counter-parts,
f) “Bylaws” means the Bylaws of the Society as filed with the Registrar,
g) "President" means a person elected to the office of President in accordance with these Bylaws,
h) "Constitution" means the Constitution of the Society as filed with the Registrar,
i) "Directors" means those persons who have become Directors in accordance with these Bylaws and who have not ceased to be Directors, and “a Director" means any one of them,
j) “general meeting” includes an AGM and a special general meeting,
k) "Members" means the applicants for incorporation of the Society and those persons who have subsequently become Members in accordance with these Bylaws and, in either case, have not ceased to be Members, and “a Member" means any one of them,
l) "Ordinary Resolution" means:
(i) a resolution passed at a general meeting by the Members by a simple majority of the votes cast in person, or
(ii) a resolution that has been submitted to the Members and consented to in writing by 75% of the Members who would have been entitled to vote on the resolution in person at a general meeting of the Society, and a resolution so consented to is deemed to be an Ordinary Resolution passed at a general meeting of the Society, and such a resolution may be in two or more counter-parts,
m) "Registrar' means the Registrar of Companies of the Province of British Columbia,
n) “Senior Manager” has the meaning given to it by section 61 of the Act,
o) “Society” means VCA Vancouver Climbers Association,
p) "Special Resolution" means:
(i) a resolution passed at a general meeting by at least 2/3 of the votes cast by the Voting Members, whether cast in person or by proxy, or
ii) A resolution consented to in writing by all the Voting Members, and such a resolution may be in two or more counter-parts,
q) “Voting Member” has the meaning given to it by Bylaw 5.7 (1),
r) “written” means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, e-mail, and other electronic means,
s) the singular includes the plural and vice versa, and
t) persons include corporations and associations.
1.2 1) The definitions in the Act on the date the Bylaws become effect apply to the Constitution and Bylaws.
2) If there is a conflict between the Bylaws and the Act or the Regulations, the Act or the Regulations, as the case may be, prevail.
1.3 The Society must on request provide a Member a copy of the current Constitution and Bylaws, without charge.
1.4 The Constitution and Bylaws can only be altered by Special Resolution, and a Special Resolution does not take effect until filed with the Registrar.
Part 2 - Membership
2.1 1) The Members of the Society are the applicants for incorporation and those persons who subsequently become Members in accordance with the Bylaws and who, in either case, have not ceased to be Members.
2) There are four categories of Members: Individual, Club, Corporate, and Honorary.
3) An Individual Member is a natural person who is 16 years of age or older.
4) A Club Member is as defined by the Board.
5) A Corporate Member is an organization that is incorporated as a company or business.
6) An Honorary Member is as defined and decided by the board.
2.2 An application for membership must:
a) be in writing and in a form approved by the Board,
b) include the full name, date of birth, telephone number, address, and e-mail address, of the applicant,
c) indicate the category to which the applicant wishes to belong,
d) in the case of an applicant for Club or Corporate membership, appoint an Authorized Representative,
e) include such other information as the Board may require, and
f) include membership dues, if required.
2.3 1) A person may apply to the Board for membership, and on acceptance by the Board and payment of membership dues is a Member.
2) The Board may in its sole discretion approve, postpone, ban, or refuse an application for membership.
3) The amount of membership dues for Members of each category, and the date by which they must be paid, must be determined by the Board.
4) An application for membership received after notice of a general meeting has been given must be postponed until after that meeting.
2.4 1) A membership is not transferable.
2) A membership must be renewed, by or before a date set by the Board.
3) The Society must send a membership renewal notice to each Member a reasonable time before the date on which membership must be renewed.
4) Except where determined by the Act or the Bylaws, the privileges and responsibilities of Members of each category must be determined by Board Resolution.
2.5 1) Every Member and Director must uphold the Constitution, and must comply with:
a) the Act,
b) the Bylaws,
c) any rules, regulations and policies made by the Society, and
d) any rules of order governing the conduct of general meetings and of meetings of the Board.
2) A Member must advance and must not hinder the purposes, aims and objects of the Society.
2.6 A Member ceases to be a Member on:
a) delivering a written resignation to the Society,
b) death,
c) in the case of a Club or Associate Member, on dissolution or winding-up,
d) having been a Member not in good standing for 30 days, or
e) being expelled.
2.7 A Member becomes a Member not in good standing on failing to pay:
a) a debt due and owing to the Society, or
b) membership dues by the date set by the Board.
2.8 1) A Member may be expelled by Ordinary Resolution.
2) The notice of an Ordinary Resolution for expulsion must be accompanied by a brief statement of the reason or reasons for the proposed expulsion and either emailed or mailed to the member.
Part 3 - Meetings of Members
3.1 1) General meetings must be held at the time and place, in accordance with the Act and the Bylaws, that the Board determines.
2) An AGM must be held at least once in every calendar year except the year in which the Society became incorporated.
3) Every general meeting, other than an AGM, is a special general meeting.
3.2 1) The Board may when it thinks fit convene a special general meeting.
2) The Members may requisition a general meeting pursuant to section 75 of the Act, and may submit a proposal for consideration by the Society at a general meeting pursuant to section 81 of the Act.
Part 4 - Notice to Members
4.1 1) Notice of a general meeting must:
a) specify the place, day and hour of meeting,
b) include the text of any Special Resolution to be proposed at the meeting,
c) 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, and
d) be sent to all Members not fewer than 14 days but not greater than 60 days before the meeting.
2) The accidental omission to send notice of a general meeting to a Member, or the non-receipt of notice by a Member, does not invalidate any proceedings at that meeting.
3) The Members may waive or reduce the period of notice of a specified general meeting by unanimous consent in writing.
4.2 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 any.
2) No other person is entitled to receive a notice of general meeting.
4.3 A notice may be given to a Member either personally, by mail, by e-mail or by other electronic means to the Member at the Member’s address or e-mail address, as shown in the register of Members.
4.4 1) A notice sent by mail from the Society’s office is deemed to have been received two days after being mailed.
2) A notice sent by e-mail or other electronic means is deemed to have been received 24 hours after being sent.
4.5 A Member must promptly and in writing notify the Society of any change in the Member’s name, address, e-mail address, Authorized Representative, or telephone number.
Part 5 - Proceedings at General Meetings
5.1 1) The business at an AGM is:
a) to elect a chair, if required,
b) to determine that there is quorum,
c) to adopt rules of order,
d) to approve the agenda,
e) to consider the minutes of the last AGM and any intervening general meetings,
f) to consider the report of the Board on its activities and decisions since the last AGM,
g) to receive the financial statements for the previous financial year, and the auditor’s report (if any) on them,
h) to appoint an auditor, if required,
i) to elect Directors,
a) business arising out the financial statements, the auditor’s report, the report of the Board, or which under the Bylaws or any statute ought to be transacted at an AGM, and any matter about which notice has been given in the notice of the meeting,
b) Special Resolutions, if any, of which notice has been given as required by the Act and the Bylaws,
c) any Members’ proposals pursuant to section 81 of the Act, and
d) to adjourn.
2) The financial statements presented to an AGM must comply with the Act.
3) The business at a special general meeting is limited to:
a) adopting rules of order,
b) that set out in a requisition pursuant to bylaw 3.2, if applicable, and
c) that determined by the Board pursuant to bylaw 3.2.
5.2 1) Quorum at a general meeting is 10% of the Voting Members, but not fewer than twelve of them, present at all times.
2) 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 unless a quorum of Voting Members is present.
3) 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.
5.3 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 a requisition of Members, the meeting is terminated, and
b) in any other case, the meeting stands adjourned to a time and place determined by the Board but not more than 14 days later, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time set for meeting, the Voting Members who are present constitute a quorum for that meeting.
5.4 1) A general meeting can only be adjourned by Ordinary Resolution.
2) A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
3) When a general meeting is adjourned for fourteen days or more, notice of the adjourned meeting must be given as for the original meeting.
4) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
5.5 1) Subject to the Board Resolution appointing another person, the President must chair each general meeting.
2) If the President or a person appointed as chair is not present within 15 minutes after the time set for a meeting, or is unable or unwilling to act as chair, the Vice-President must be chair.
3) If neither the President nor the Vice-President is present within 15 minutes after the time set for a meeting, or neither of them is able or willing to act as chair, the Members present may elect an individual who is present to be chair.
5.6 1) In the case of an equality of votes at a general meeting, the President does not have a casting or second vote in addition to the vote to which the chair is entitled to as a Member, and the resolution is defeated.
2) A resolution proposed at a general meeting must be seconded, and the chair may move or propose a resolution.
5.7 1) Each Individual or Club Member that is in good standing, and each Honorary Member, is a Voting Member, and has the right to one vote at a general meeting.
2) A Club 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 general meeting.
3) A question, resolution, or motion arising at a general meeting must be decided by Ordinary Resolution, unless it must pursuant to the Act or Bylaws be decided by Special Resolution, or is another resolution having a higher voting threshold than that of an Ordinary Resolution.
4) Voting must be by show of hands, except when a secret ballot is required by:
a) the Bylaws or Act,
b) ruling of the chair, or
c) Ordinary Resolution, voting on which must be by show of hands.
5) The chair of a meeting must announce the outcome of each vote, which must be recorded in the minutes of the meeting.
6) All Members have the right to notice of, to attend and to speak at general meetings. A Member who is not in good standing cannot vote.
7) Proxy voting is prohibited.
5.8 Subject to the Act and the Bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order must be used.
Part 6 – Board of Directors
6.1 1) The Board must manage, or supervise the management of, the activities and internal affairs of the Society.
2) The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in general meeting, but subject to the provisions of:
(a) all laws affecting the Society, and
(b) these Bylaws and the Constitution.
6.2 1) A Director must, when exercising the powers and performing the functions of a Director:
a) act honestly and in good faith with a view to the best interests of the Society,
b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,
c) act in accordance with the Act and Regulations, and
d) subject to paragraphs (a) to (c), act in accordance with the Bylaws.
2) Without limiting subsection (1), a Director, when exercising the powers and performing the functions of a Director, must act with a view to the purposes of the Society.
3) This section is in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of Directors of a Society.
4) Nothing in a contract or the Bylaws relieves a Director from
a) the duty to act in accordance with this Act and the Regulations, or
b) liability that, by any enactment or rule of law or equity, would otherwise attach to the Director in respect of negligence, default, breach of duty or breach of trust of which the Director may be guilty in relation to the Society.
6.3 1) The Directors are the President, Vice-President, Secretary, Treasurer, and not fewer than three and not more than nine other Directors, with the number set by Ordinary Resolution at the AGM.
2) A Director, and a candidate for election as a Director, must be an Individual Member, the Authorized Representative of a Club Member, or an Honorary Member, and must be in good standing.
3) A candidate for election as a Director must:
a) be qualified to be a Director pursuant to section 44 of the Act,
b) be 18 years of age or older,
c) subscribe to and support the purposes of the Society,
d) consent to the nomination, in writing or in person.
4) The Directors must be elected at the AGM, and have a term of office beginning at the adjournment of that AGM, and ending at the adjournment of the next following AGM.
5) A separate vote must be held for each of the President, Vice-President, Secretary, and Treasurer. The remainder of the Directors may be elected as a body.
6) In an election of Directors, each Member who has the right to vote has a number of votes equal to the number of Directors to be elected, but must not cast more than one vote for a candidate.
7) An election must be by secret ballot, unless the Members present unanimously agree that the election be by show of hands, or the number of candidates is equal to or fewer than the number of vacancies, in which case the candidates must be declared to be elected.
8) A Director may be re-elected.
6.4 A Director ceases to be a Director on:
a) the end of the Director’s term of office, unless the Director is re-elected,
b) resigning in writing,
c) being removed pursuant to bylaw 6.6,
d) ceasing to be an Individual or Club Member in good standing, or the Authorized Representative of such a Member,
e) death,
f) becoming incapable of or failing without just cause to perform the duties reasonably required of a Director, or
g) failing to attend three consecutive meetings of the Board without the consent of the Board, which must not be unreasonably withheld.
6.5 No act or proceeding of the Board is invalid only by reason that there are fewer Directors in office than the number required by bylaw 6.3.
6.6 1) The Members may, by Special Resolution, remove a Director before the expiration of the Director’s term of office.
2) The Board may, by a resolution of which 75% of the Directors then in office are in favor, remove a Director before the expiration of the Director’s term of office.
6.7 The Board may appoint a Member who is qualified pursuant to bylaw 6.3 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, for the balance of that Director’s term.
6.8 A Director must not be remunerated for being or acting as a Director, but may be reimbursed for all expenses reasonably and necessarily incurred while engaged in the affairs or in pursuit of the purpose of the Society.
Part 7 - Proceedings of the Board
7.1 1) The Board may meet together at the places it thinks fit to dispatch business, adjourn and otherwise regulate its meetings and proceedings, as it sees fit.
2) Quorum at a meeting of the Board is a simple majority of the Directors then in office, but must not be fewer than three.
3) A meeting of the Board may be called by:
a) the President, or
b) any three Directors, or
c) Board Resolution.
4) Notice of a meeting of the Board is sufficient if properly addressed to every Director, and sent by Canada Post or e-mail, or other universally accepted form of electronic communication. Except where notice is waived by all Directors, notice of a meeting of the Board must be given at least 48 hours before the meeting.
5) 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 that meeting.
7.2 When a meeting of the Board is held immediately following the election or appointment of a Director or Directors, it is not necessary to give notice of the meeting to the new Directors for the meeting to be constituted, if a quorum is present.
7.3 A Director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn:
a) no notice of meetings of the Board need be sent to that Director, and
b) all meetings of the Board, notice of which have not been given to that Director are, if a quorum is present, deemed to be valid and effective.
7.4 1) Except where otherwise required, a question arising at a meeting of the Board or a committee must be decided by a majority of votes.
2) A resolution proposed at a meeting of the Board or a committee need not be seconded, and the chair of such a meeting may move or propose a resolution.
3) In the case of an equality of votes at a meeting of the Board or a committee, the chair may cast or second vote in addition to the vote to which the chair is entitled to as a Member, and the motion or resolution may be passed.
7.5 1) The Board may as it thinks fit delegate any, but not all, of its powers to a committee, and appoint the Members and chair of the committee.
2) The Board must by resolution determine the names, chair, Members, authority and responsibilities of a committee.
3) A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of its powers to the next following meeting of the Board.
7.6 Subject to the Act and the Bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.
Part 8 – Officers
8.1 1) The elected officers are the President, Vice-President, Secretary and Treasurer.
2) The Board may by Resolution elect or appoint such other officers as it deems necessary, and give them titles, responsibilities, and authority.
3) The Board may:
a) dismiss an officer elected or appointed pursuant to bylaw 8.1 (2) at any time, by a vote of which 2/3 of the Directors then in office are in favour, and elect another Director to take that person’s place, and
b) elect a Director to take the place of an elected officer who has ceased to hold office for any reason.
3) An elected officer ceases to be an elected officer on:
a) ceasing to be a Director,
b) being dismissed pursuant to bylaw 8.1 (e)(a), or
c) resigning in writing.
8.2 The President:
a) must supervise the other officers in the execution of their duties,
b) must, subject to a Board Resolution appointing another person, chair all meetings of the Board and all general meetings, and
c) has the powers and duties generally pertaining to the office of President, subject to Board Resolution.
8.3 In the absence or inability of the President, the Vice-President must perform the duties of the President.
8.4 The Secretary is responsible for doing, or making the necessary arrangements for:
a) issuing notices and taking minutes of general meetings and Board meetings,
b) keeping the records and documents of the Society in accordance with the Act, including the register of Members,
c) conducting the correspondence of the Society, and
d) filing the annual report and making any other filings with the Registrar pursuant to the Act.
8.5 In the absence of the Secretary from a meeting, the Board must appoint another individual to act as Secretary.
8.6 The Treasurer is responsible for doing, or making the necessary arrangements for:
a) receiving and banking all monies received by the Society,
b) keeping accounting records in respect of the Society’s financial transactions,
c) preparing the Society’s financial statements, and
d) making the Society’s filings with respect to taxes.
8.7 The offices of Secretary and Treasurer may be held by a single Director, titled the Secretary-Treasurer.
Part 9 – Borrowing and Investment
9.1 The Society may by Board Resolution borrow money, and issue bonds, debentures, notes or other evidence of debt obligations.
9.2 The Board or President may invest the property of the Society in any form of property or security in which a prudent investor might invest, but must exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments in light of the purposes and needs of the Society.
9.3 1) A Director may without charge inspect a record of the Society that the Society is required to keep pursuant to section 20 of the Act.
2) A Member may without charge inspect a record that the Society is required to keep pursuant to section 20 of the Act.
3) The Board may by resolution restrict the Members’ rights to inspect the register of Members, pursuant to section 25 of the Act.
4) A Member cannot inspect any other record of the Society except if permitted to do so by Board Resolution.
5) A person other than a Member or Director cannot inspect the records of the Society, except as required or permitted by Board Resolution, the Bylaws, the Act, or another statute.
9.4 The Board must determine, by Board Resolution, the:
a) financial year of the Society, and
b) signing officers of the Society, and their authority to sign contracts, documents, and other written instruments, or specific contracts, documents, or written instruments.
Part 10 – Auditor
10.1 This Part applies only where the Society is required or has resolved to have an auditor.
10.2 At each AGM the Society may appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM, and determine the terms of engagement of the auditor, including whether the auditor will perform an audit, a review engagement, or another form of review.
10.3 An auditor may be removed by Ordinary Resolution.
10.4 An auditor must be promptly informed in writing of appointment or removal.
10.5 The auditor may attend general meetings.
10.6 The Board must fill all vacancies arising in the office of auditor between AGMs.