Constitution

  1. The name of the Society is Friends of Bridge Lake.
  2. The purposes of the Society are:
    1. To work with governments, organizations and individuals to develop and implement sustainable land and water use practices, particularly in the Bridge Lake area of British Columbia.
    2. To support and participate in activities that contribute to the preservation of the natural environment, traditional character and culture of the Bridge Lake area of British Columbia.
    3. To provide a forum for Bridge Lake area property owners to share information, concerns and ideas related to the use of local area lands and waters.
  3. Upon winding up or dissolution of the Society, the assets which remain after payment of all cost, charges, and expenses which are properly incurred in the winding up shall be distributed to a registered charity or registered charities in British Columbia, as defined in the Income Tax Act (Canada), as may be determined by the members of the Society at the time of winding up or dissolution.
  4. The above purposes of the Society shall be carried out without purpose of gain for its members, and any profits or other accretions to the Society shall be used for promoting its purposes, and all of the above purposes shall be carried on in an exclusively charitable manner.
  5. No Director or Officer shall be remunerated for being or acting as a Director or Officer, but a Director or Officer may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
  6. Paragraphs 3, 4, 5 and 6 of the Constitution are unalterable in accordance with the Society Act.

Bylaws

The Bylaws of Friends of Bridge Lake are as follows:

Part 1 - Interpretation

1(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.
2Words 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

3The 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.
4A person may apply to the directors for membership in the society and on acceptance by the directors is a member.
5Every member shall:
(a)uphold the constitution and comply with these bylaws
(b)inform the Secretary or his designate in writing of his up-to-date address and e-mail address (if any) and fax number (if any) for the purposes of receiving notices from the Society. This is an ongoing obligation.
6The 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.
7A person ceases to be a member of the society
(a)by delivering his or her resignation in writing to the secretary of the society or by mailing or delivering it to the address of the society,
(b)on his or her death or, in the case of a corporation, on dissolution,
(c)on being expelled, or
(d)on having been a member not in good standing for 6 consecutive months.
8(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.
9All 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

10General meetings of the society must be held at the time and place, in accordance with the Society Act, that the directors decide.
11Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12The 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.
14The 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

15Special business is
(a)all business at an extraordinary general meeting except the adoption of rules of order, and
(b)all business conducted at an annual general meeting, except the following:
(i)the adoption of rules of order;
(ii)the consideration of the financial statements;
(iii)the report of the directors;
(iv)the report of the auditor, if any;
(v)the election of directors;
(vi)the appointment of the auditor, if required;
(vii)the other business that, under these bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the directors issued with the notice convening the meeting.
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 10 members present or a greater number that the members may determine at a general meeting.
17If 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.
18Subject 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.
19If 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 who has been in good standing for at least 30 days prior to a meeting of members and is present at the meeting is entitled to one vote.
 (2)Voting is by show of hands.
 (3)Voting by proxy is not permitted.
23A corporate 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, and that are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the society in a general meeting, but subject, nevertheless, to
 (a)all 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 president, vice president, secretary, treasurer and one or more other persons are the directors of the society.
 (2)The number of directors must be 5 or a greater number determined from time to time at a general meeting.
26(1)The first Directors shall be the applicants for incorporation of the Society who shall hold office until the first Annual General Meeting at which time their term shall expire. At the first Annual General Meeting, one half of the Directors will be elected to hold office until the second Annual General Meeting and the remaining one half will be elected to hold office until the third Annual General Meeting at which time their respective terms will expire. At the second and subsequent Annual General Meetings, vacancies caused by the retirement of Directors shall be filled by the election of their successors who shall hold office for two year terms.
 (2)Separate elections must be held for each office to be filled.
(3)Election procedures at the annual general meeting shall be determined by the members present.
 (4)If a successor is not elected, the person previously elected or appointed continues to hold office.
27(1)The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
 (2)A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.
28(1)If a director resigns his or her office or otherwise ceases to hold office, the remaining directors must appoint a member to take the place of the former director.
 (2)An act or proceeding of the directors is not invalid merely because there are less than the prescribed number of directors in office.
29The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.
30A 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

31(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. The meetings may be held in whole or in part, by telephone or other communications medium if all directors participating in the meeting, whether by telephone, by other communications media or in person, are able to communicate with each other.
 (2)The directors may from time to time set the quorum necessary to conduct business, and unless so set the quorum is a majority of the directors then in office.
 (3)The president is the chair of all meetings of the directors, but if at a meeting the president is not present within 30 minutes after the time appointed for holding the meeting, the vice president must act as chair, but if neither is present the directors present may choose one of their number to be the chair at that meeting.
 (4)A director may at any time, and the secretary, on the request of a director, must, convene a meeting of the directors.
32(1)The directors may delegate any, but not all, of their powers to committees consisting of the director or directors 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 every act or thing done in exercise of those powers to the earliest meeting of the directors held after the act or thing has been done.
33A committee must elect a chair of its meetings, but if no chair is elected, or if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the directors present who are members of the committee must choose one of their number to be the chair of the meeting.
34The members of a committee may meet and adjourn as they think proper.
35For 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.
36A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
 (a)a notice of meeting of directors is not required to be sent to that director, and
 (b)any and all meetings of the directors of the society, notice of which has not been given to that director, if a quorum of the directors is present, are valid and effective.
37(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.
38A 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.
39A 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

40(1)The president presides at all meetings of the society and of the directors.
(2)The president is the chief executive officer of the society and must supervise the other officers in the execution of their duties.
41The vice president must carry out the duties of the president during the president ’s absence.
42The 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)have custody of the common seal of the society;
 (f)maintain the register of members.
43The 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.
44(1)The offices of secretary and treasurer may be held by one person who is to be known as the secretary treasurer.
 (2)If a secretary treasurer holds office, the total number of directors must not be less than 5 or the greater number that may have been determined under bylaw 25(2).
45In the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting.

Part 8 - Seal

46The directors may provide a common seal for the society and may destroy a seal and substitute a new seal in its place.
47The common seal must be affixed only when authorized by a resolution of the directors and then only in the presence of the persons specified in the resolution, or if no persons are specified, in the presence of the president and secretary or president and secretary treasurer.

Part 9 - Borrowing

48In 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.
49A debenture must not be issued without the authorization of a special resolution.
50The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Part 10 - Auditor

51This Part applies only if the society is required or has resolved to have an auditor.
52The first auditor must be appointed by the directors who must also fill all vacancies occurring in the office of auditor.
53At 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.
54An auditor may be removed by ordinary resolution.
55An auditor must be promptly informed in writing of the auditor ’s appointment or removal.
56A director or employee of the society must not be its auditor.
57The auditor may attend general meetings.

Part 11 - Notices to Members

58A notice may be given to a member, either personally or by mail to the member at the member ’s registered address. A notice may also be given to a member by e-mailing or faxing to an email address or fax number provided by the member.
59A 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. A notice sent by email or fax is deemed to be have been given on the second day following that on which the notice is sent by mail or fax, and in proving that notice has been given it is sufficient to prove that the notice was sent to the email address or the fax number provided by the member as required by these bylaws.
60(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 10 applies.
 (2)No other person is entitled to receive a notice of a general meeting.

Part 12 - Bylaws

61On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.
62These bylaws must not be altered or added to except by special resolution.