Pender Island Recreation and Agricultural Hall Association(“PIRAHA“) BYLAWS
April 13, 2015 PENDER ISLAND RECREATION AND AGRICULTURAL HALL ASSOCIATION BYLAWS
Part 1 – Interpretation…………………………………………………………………………………………..2
Part 2 – Membership ……………………………………………………………………………………………2
Part 3 – Meetings of Members………………………………………………………………………………..3
Part 4 – Proceedings at General Meetings…………………………………………………………………4
Part 5 – Directors and Officers ……………………………………………………………………………….5
Part 6 – Proceedings of Directors…………………………………………………………………………….7
Part 7 – Duties of Officers ………………………………………………………………………………………8
Part 8 – Seal…………………………………………………………………………………………………………9
Part 9 – Borrowing………………………………………………………………………………………………..9
Part 10 – Notice to Members……………………………………………………………………………….. 10
Part 11 – Indemnity ……………………………………………………………………………………………. 10
Part 12 – Dissolution…………………………………………………………………………………………… 10
Part 13 – Alterations to the Bylaws…………………………………………………………………………. 11
Attachment 1: Member Organizational Structure of PIRAHA…………………………………….. 12
PENDER ISLAND RECREATION AND AGRICULTURAL HALL ASSOCIATION BYLAWS
Part 1 – Interpretation
1. The name of the charity is the Pender Island Recreation and Agricultural Hall Association (PIRAHA) hereinafter referred to as “PIRAHA” or the “Association”.
2. In these bylaws, unless the context otherwise requires,
(a) “Directors” means the directors of the Association for the time being;
(b) “Society Act” means the Society Act of British Columbia from time to time in force and all amendments to it;
(c) “Registered address” of a member means his/her address as recorded in the register of members.
(d) Member organizations means Pender Islands Public Library Association, Pender Island Community Service Society, Pender Play Groups, Pender Island School Community Spaces and Pender Island Community Hall Committee.
3. To assist, develop and foster social, personal, physical health and wellness endeavours of the Pender Islands of all kinds including education, culture, athletics, drama, art, music, handicrafts, hobbies, kindergarten, recreation, adult-education, civil defense and community social services, and to promote, acquire and operate community facilities.
Part 2 – Membership
4. Membership in the Association is open to every resident and property owner within the boundaries of South and North Pender Islands, British Columbia, each of whom is a member, and no others shall be eligible for membership in the Society.
5. Associations and organizations that are tenants of PIRAHA shall be entitled to membership in PIRAHA and to have a director on the board.
6. A person eligible under paragraph 4 may apply to the directors for membership in the Association and on acceptance by the directors shall be a member.
7. Every member shall uphold the bylaws and comply with these bylaws.
8. The amount of the annual membership dues if any shall be determined at the annual general meeting of the Association.
9. A person shall cease to be a member of the association:
(a) By delivering his/her resignation in writing to the secretary of the Association or by mailing or delivering it to the address of the Association;
(b) On his/her death or in the case of a corporation on dissolution;
(c) On being expelled;
(d) On having been a member not in good standing for 12 consecutive months; or
(e) On ceasing to be a resident or an owner or the spouse of an owner of property on North or South Pender Island.
10. Termination of Members:
(a) A member may be expelled by a special resolution of the members passed at a general meeting;
(b) The notice of the special resolution for expulsion shall be accompanied by a brief statement of the reason for the proposed expulsion; or
(c) The person who is the subject of the proposed resolution shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.
11. All members are in good standing except a member who has failed to pay the current annual membership fee or any other subscription or debt due and owing to the Association and is not in good standing so long as the debt remains unpaid.
12. On being admitted to membership, each member who desires it, is entitled to and the Association shall give him/her, without charge, a copy of the bylaws.
Part 3 – Meetings of Members
13. General meetings of the Association not less than four shall be held on North or South Pender Island, British Columbia at the time and place, in accordance with the Society Act, that the directors decide.
14. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
15. The directors may, when they think fit, convene an extraordinary general meeting.
16. Convening a Meeting:
(a) The directors, on the requisition of 10% or more of the voting members, shall convene a general meeting of the Association within 21 days.
(b) The requisition for the meeting shall:
1) State the purpose of the general meeting;
2) Be signed by the requesting members; and
3) Be delivered or sent by registered mail to the address of the Association, and may consist of several documents in similar form each signed by one or more of the requisitionists.
(c) In the event a meeting is not convened by the directors within 21 days it may be convened by the requisitionists pursuant to section 58 of the Society Act.
(d) Notice of a general meeting shall specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
(e) The accidental omission to give notice of a meeting to, or the non-receipt of notice by, any of the members entitled to receive notice, does not invalidate proceedings at that meeting.
17. The annual general meeting of the Association shall be held at least once each calendar year and not more than 15 months after the holding of the last annual general meeting.
Part 4 – Proceedings at General Meetings
18. Special business is:
(a) All business at an extraordinary general meeting except the adoption of rules of order; and
(b) All business transacted at an annual general meeting, except,
1) The adoption of rules of order;
2) The consideration of the financial statement;
3) The report of the directors;
4) The report of the auditor, if any;
5) The election of directors;
6) The appointment of the auditor, if required; and
7) 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 directors issued with the notice convening the meeting.
19. Quorum Definition:
(a) No business, other than the election of a chair and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
(b) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(c) A quorum is four (4) members present or a greater number that the members may determine at a general meeting.
20. 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 the members, shall be terminated; but in any other case, it shall 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.
21. Subject to bylaw 22, the chair of the Association, the vice-chair, or in the absence of both, one of the other directors present, shall preside as chair of a general meeting.
22. If at a general meeting:
(a) There is no chair, vice-chair, or other director present within 15 minutes after the time appointed for holding the meeting; or
(b) The chair and all other directors present are unwilling to act as chair, the members present shall choose one of their number to be chair.
23. Meeting Adjournment:
(a) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(b) When a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
(c) 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.
24. Voting Procedures:
(a) No resolution proposed at a meeting need be seconded and the chair of a
(b) In case of an equality of votes the chair shall not have a casting or second vote in addition to the vote to which he/she may be entitled as a member and the proposed resolution shall not pass.
(c) A member in good standing present at a meeting of members is entitled to one vote.
(d) Voting is by a show of hands unless a ballot is demanded by a member.
(e) Voting by proxy is not permitted.
(f) A tenant member may vote as its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be recognized as a member for all purposes with respect to a meeting of the Association.
25. AGM Procedures:
Once in each calendar year, an Annual General Meeting of the Association shall be held at such time and place as the Board shall determine, being not more than fifteen months after the adoption of these bylaws and thereafter the holding of the preceding Annual General Meeting. At least 21 clear days’ notice shall be posted in a conspicuous place or places in the area of benefit and/or advertised in a newspaper circulating in the area of benefit.
The business of each Annual General Meeting shall be to:
(a) Receive the Annual Report of the Board, which shall incorporate the accounts of the Association referred to below, and give an account of the work of the Association and its activities during the preceding year;
(b) Receive the accounts of the Association for the preceding financial year;
(c) Elect representatives of members to serve on the Board;
(d) Note the names of the persons appointed/elected to serve as members of the Board;
(e) Appoint one or more qualified auditors or independent examiners for the coming year to audit or examine the accounts of the Association in accordance with the BC Society Act regarding any statutory modification or re-enactment of that Act);
(f) Consider and vote on any proposals to alter these bylaws.
Part 5 – Directors and Officers
(a) Each tenant organization may have a representative on the board of directors and shall appoint one individual person being a member thereof to represent it and vote on its behalf at meetings of the Board and at the Annual General Meeting of the Association;
(b) The member organization concerned shall have the right to appoint a new representative, informing the Secretary in writing; and
(c) Individual members elected as voting representatives shall hereafter be referred to as `members with power to vote’.
26. (a) The directors may exercise all the powers and do all the acts and things that the Association 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 Association in general meeting, but subject, nevertheless, to:
1) All laws affecting the Association;
2) These bylaws; and;
3) Rules not being inconsistent with these bylaws, which are made from time to time by the Association in general meeting.
(b) No rule, made by the Association in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.
27. (a) The affairs of the Association shall be managed by a board of nine to twelve directors, each of whom at the time of his/her election and throughout his/her term of office shall be a member of the Association.
(b) Each director shall be elected to hold office for two years and shall hold office until the 2nd annual meeting after he/she shall have been elected or until his/her successor shall have been duly elected and qualified, provided that at each annual meeting there shall be elected for a term of two (2) years sufficient number of directors to replace those directors whose term of office has expired. Directors may serve a term of 3 consecutive 2 year terms and may return to the board after a one year absence.
(c) Only half of directors shall be elected at each AGM.
(d) At each annual meeting those directors who are retiring shall be eligible for re-election if otherwise qualified.
(e) An election may be by acclamation, otherwise it shall be by ballot.
(f) If no successor is elected the person previously elected or appointed continues to hold office if otherwise qualified.
28. The members of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any director before the expiration of his/her term of office, and may, by a majority of the votes cast at that meeting, elect any person for the remainder of his/her term.
29. (a) Vacancies on the board of directors, however caused may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so.
(b) All vacancies shall be filled at the next annual meeting of the members at which directors for the ensuing year are elected.
(c) If due to vacancies, there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.
(d) If the number of directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner provided in C above.
(e) Where a vacancy has occurred, such vacancy shall be filled for the balance of the term left vacant.
(f) No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
30. As presented in Attachment 1 diagram, organizations, whether or not incorporated, which represent facilities under the ownership of the Association, are voluntary or non-profit-distributing and which wish to support the objects of the Association shall be known as member organizations (Part 1, 2(d).
31. No director shall be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by him/her while engaged in the affairs of the Association.
Part 6 – Proceedings of Directors
33. (a) At the first meeting, the directors will elect: chair, vice-chair, treasurer and secretary.
(b) The directors may meet together at the places they think fit to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(c) The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.
(d) The chair shall be chair of all meetings of the directors, but if at a meeting the chair is not present within 30 minutes after the time appointed for holding the meeting, the vice-chair shall act as chair; but if neither is present the directors present may choose one of their number to be chair at that meeting.
(e) A director may at any time request a meeting of directors and the secretary shall convene such a meeting.
34. (a) The directors may delegate any, but not all, of their powers to committees consisting of a director and invited members of the community.
(b) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held next after it has been done.
35. A committee shall 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 shall choose one of their number to be chair of the meeting.
36. The members of a committee may meet and adjourn as they think proper.
37. 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 the members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is 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.
38. A director who may be absent temporarily may send or deliver to the address of the Association, a waiver of notice, which may be by letter, telegram, or electronic means, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,
(a) No notice of meeting of directors shall be sent to that director; and
(b) Any and all meetings of the directors of the Association, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.
39. (a) Questions arising at a meeting of the directors or committee of the board shall be decided by a majority of the votes.
(b) In case of an equality of votes the chair does not have a second or casting vote.
40. No resolution proposed at a meeting of directors or committee of the board need be seconded and the chair of a meeting may move or propose a resolution.
41. A resolution in writing, approved by all the directors and placed with the minutes of the directors is as valid and effective as if passed at a meeting of directors.
Part 7 – Duties of Officers
42. (a) The chair shall preside at all meetings of the Association and of the directors.
(b) The chair is the chief executive officer of the Association and shall supervise the other officers in the exercise of their duties.
43. The vice-chair shall carry out the duties of the chair during his/her absence.
44. The secretary shall:
(a) Conduct the correspondence of the Association;
(b) Issue notices of meetings of the Association and directors;
(c) Keep minutes of all meetings of the Association and directors;
(d) Have custody of all records and documents of the Association except those required to be kept by the treasurer;
(e) Have custody of the common seal of the Association;
(f) Maintain the register of the members; and
(g) In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.
45. The treasurer shall:
(a) Keep the financial records, including books of account, necessary to comply with the appropriate provincial statute;
(b) Receive, deposit and make disbursements of monies of the Association, provided that no disbursement shall be made except upon the authorization or a resolution of the board of directors; and
(c) Provide financial statements to the directors, members, and others when required.
46. (a) The offices of secretary and treasurer may be held by one person who shall be known as the secretary treasurer.
(b) When a secretary treasurer holds office the total number of directors shall be not PENDER ISLAND RECREATION AND AGRICULTURAL HALL ASSOCIATION BYLAWS
less than nine or the greater number that may have been determined pursuant to bylaw 28 (a).
47. Legal Documentation:
(a) Deeds, transfers, licences, contracts and engagements on behalf of the association shall be signed by either the chair or vice-chair and by the secretary or treasurer, and the secretary shall affix the seal of the Association to such instruments as require same.
(b) Provided that in addition hereto the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, contracts or obligations of the Association may or shall be executed.
(c) Contracts in the ordinary course of the Association operations may be entered into on behalf of the Association by the chair, vice-chair, treasurer, or by any person authorized by the board.
48. Financial Management:
(a) All cheques, bills of exchange or other orders for the payment of money, notes, other evidence of indebtedness issued in the name of this Association, shall be signed by such officer or officers, agent or agents of the Association and in such a manner as shall from time to time be determined by resolution of the board of directors.
(b) Any one of such officers or agents, specified in 47 (a) above, may alone endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and cheques for deposit with the Association’s bankers for the credit of the Association, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Association by using the Association’s rubber stamp for the purpose.
(c) Any one of such officers or agents, specified in 47 (a) above, may arrange, settle, balance and certify all books and accounts between the Association and the Association’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
Part 8 – Seal
49. The directors may provide a common seal for the Association and may destroy a seal and substitute a new seal in its place.
50. The common seal shall be affixed only when authorized by these bylaws or by a resolution of the directors and then in the presence of the chair and secretary or the chair and secretary treasurer.
Part 9 – Borrowing
51. In order to carry out the purposes of the association the directors may, on behalf of and in the name of the association, raise or secure the payment or repayment of money in the manner they decide, and in particular but without limiting the foregoing, by the issue of debentures.
52. No debenture shall be issued without the sanction of a special resolution.
53. 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 10 – Notice to Members
54. A notice may be given to a member, either personally or by mail to him/her at his/her registered address.
55. A notice sent by mail or electronic means shall be deemed to have been given on the fifth day following that 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 or sent electronically..
56. Notice of a general meeting shall be posted at least 21 days in advance.
Part 11 – Indemnity
57. No member of the Board or the Executive Committee shall be liable by reason of any mistake or omission made in good faith by any member of the Board other than wilful and individual fraud, wrongdoing or wrongful omission of the member who is sought to be made liable.
58. Subject to the Society Act, every director of the Association shall be deemed to have assumed office on the direct understanding and agreement and condition that every director of the Association and his/her heirs, executors, and administrators and estates and effects respectively shall from time to time be indemnified and saved harmless out of funds from the Association from and against all costs, charges and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her or any other director or directors in or about the execution of the duties of his/her or their office, and also from and against all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof.
Part 12 – Dissolution
59. If the Board by a simple majority decides, it is necessary or advisable to dissolve the Association it shall call a meeting of all voting members. Not less than 21 days’ clear notice of the meeting stating the terms of the resolution to be proposed thereat shall be posted in a conspicuous place or places in the area and advertised in a newspaper circulating in the area.
60. By a simple majority of those voting, the Board shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards charitable purposes for the benefit of the community as the Board shall decide subject to the prior approval in writing of the Societies Section of the Corporate Registry in Victoria BC.
Part 13 – Alterations to the Bylaws
61. Any proposal to alter these bylaws must be delivered in writing to the Secretary of the Association not less than 21 days before the date of the meeting at which it is first to be considered.
62. Any alteration will require the approval of either:
(a) A simple majority of members of the Board present and voting at a Board meeting; or
(b) A simple majority of members of the Board present and voting at a General Meeting.
63. At least 21 clear days’ notice shall be posted in a conspicuous place in the area of benefit and advertised in a newspaper circulating in the area stating the wording of the proposed alteration.
64. No alteration can be made to these bylaws, which would cause the Association to cease to be a charity at law. No alteration to these bylaws shall take effect until the approval in writing of the Societies Section of the Corporate Registry in Victoria, BC or other authority having charitable jurisdiction shall have been obtained.
These bylaws were adopted on . . . . . . . . . . . . . . 2015, at a General Meeting of the Association held on . . . . . . . . . . . . . 2015, having been approved at a Board meeting held on . . . . . . . . . 2015.
Chair of the meeting
Secretary of the Meeting