The Westcoast Society
Constitution and By Laws
1. The name of the society is WESTCOAST SOCIETY for the PROTECTION and CONSERVATION of REPTILES
2. The purposes of the society are:
3. In the event of winding up or dissolution of the Society the funds and assets of the Society remaining after the satisfaction of its debts and liabilities shall be given or transferred to an organization with similar purposes pursuant to Section 149(1)(f) or (L) of the Income Tax Act (CDN).
4. Notwithstanding clause 2 of the Constitution, all purposes shall be organized and operated exclusively on a non-profit basis.
5. No part of the income of the Society shall be payable, or otherwise available for the personal benefit of any proprietor, member, director, officer or shareholder.
6. 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.
7. Paragraphs 3, 4, 5, 6 and 7 of the Constitution are alterable in accordance with the Society Act.
By-LawsHere set forth, in numbered clauses, are the By-laws providing for the matters referred to in Section 6(1) of the Society Act and nay other By-laws.
PART 1 -- Interpretation
1. (1) In these By-laws, unless the context otherwise
1. (2) The definitions in the Society Act on the date these By-laws become effective apply to these By-laws.
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
PART 2 -- Membership
3. The members of the Society are the applicants for
incorporation of the Society, and those persons who
subsequently have become members, in accordance with these
By-laws and, in either case, have not ceased to be
4. A person may apply to the Directors or their designate and upon acceptance by the Directors or their designate, the person becomes a member.
5. Every member shall uphold the Constitution and comply with these By-laws.
6. The Directors may determine the membership dues, if any, for each class of membership.
7. A person shall cease to be a member of the Society
8. (1) A member may be expelled by a special resolution of
the members passed at a general meeting.
9. All members are in good standing except a member who has failed to pay his current annual membership fee or other subscription or debt due and owing by him to the Society.
PART 3 -- Meetings of Members
10. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the directors decide.
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12. The Directors may, whenever they think fit, convene an extraordinary general meeting.
13. (1) Notice of a general meeting shall specify the place,
the day and the hour of meeting, and, in case of special
business, the general nature of that business.
14. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and there-after an annual general meeting shall be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting.
PART 4 -- Proceedings at General Meetings
15. Special business is
16. (1) No business, other than the election of a chairman
and the adjournment or termination of the meeting, shall be
conducted at a general meeting at a time when a quorum is not
17. If within 30 minutes for the time appointed for a members' meeting a quorum is not present, the meeting 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 constituted a quorum, provided there is at least 3 members present.
18. Subject to By-Law 19, the president of the Society, the vice-president, or in the absence of both, one of the other directors present shall preside as chairman of a general meeting.
19. If at a general meeting
20. (1) 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
21. (1) No resolution proposed at a meeting need be seconded
and the chairman of a meeting may move or propose a
22. (1) A member in good standing present at a meeting of
members is entitled to one vote.
23. A 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 shall be reckoned 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 such powers and all
such acts and things as the Society may exercise and do, and
which are not by these by-laws or by statute or otherwise
lawfully directed or required to be exercised or done by the
Society in general meeting, but subject, nevertheless, to the
25. (1) The President, Vice-President, Secretary, Treasurer,
and one or more appointed upon incorporation as determined by
the members shall be officers of the Society.
26. (1) The first Directors shall retire at the annual
27. (1) The Directors may at any time appoint a member as a
Director to fill a vacancy in the Directors.
28. (1) If a Director or officer ceases to hold office, the
remaining Directors shall appoint a replacement in accordance
with these By-Laws.
29. The members may by special resolution remove a director before the expiration of his office, and may elect a successor to serve to the next annual meeting.
30. In accordance with Paragraph 6 of the Constitution, no Director or officer shall be remunerated for being or acting as a Director or officer but a Director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.
PART 6 - Proceedings of Directors
31. (1) The directors may meet together at such places as
they think fit for the dispatch of business, adjourn and
otherwise regulate their meetings and proceedings, as they
32. (1) The Directors may delegate any, but not all, of their
powers to committees consisting of such persons as they think
fit and may name the committee.
33. Subject to directions of the Directors, the committee shall determine its own procedure.
34. The members of a committee may meet and adjourn as they think proper.
35. A 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,
36. (1) Questions arising at any meeting of the Directors and
committee of Directors shall be decided by a majority of
37. No resolution proposed at a meeting of Directors or committee of Directors need be seconded and the chairman of a meeting may move or propose a resolution.
38. A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
PART 7 -- Duties of Officers
39. (1) The president shall preside at all meetings of the
Society and of the Directors, unless the members or Directors
40. The vice-president shall carry out the duties of the president during is absence.
41. The secretary shall
42. The treasurer shall
43. (1) The offices of secretary and treasurer may be held by
one person who shall be known as the secretary-treasurer.
44. In the absence of the secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
45. A member of the Directors shall:
46. A member of the Directors who is directly or indirectly interested in a proposed contract or transaction with the Society shall disclose fully and promptly the nature and extent of his/her interest to each member of the Directors and otherwise comply with the requirements of the Society Act.
47. The Directors shall enter in the register the names of
Applicants for incorporation and the name of every other
person admitted as a member of the Society together with the
following particulars of each:
48. The Directors shall prepare all reports including financial reports required by law to be prepared by the Society for the Annual Meeting.
49. The Directors shall on behalf of the Society file all financial reports and other reports that have to be filed after the Annual Meeting as required by the Society Act and Income Tax Act or other law.
50. The Directors shall ensure the Society has at least one account with a chartered bank, credit union or trust company for the deposit of funds.
51. The Directors, on behalf of the Society, shall keep
proper accounting records in respect of all financial or
other transactions and, without limiting the foregoing, shall
keep records of:
PART 8 -- Seal
52. The directors may provide a common seal for the Society and they shall have the power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
53. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the president and secretary or president and secretary-treasurer.
PART 9 -- Borrowing
54. In order to carry out the purposes of the Society the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.
55. No debenture shall be issued without the sanction of a special resolution.
56. The members may by special resolution restrict the borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting.
PART 10 -- Auditor
57. This part applies only where the Society is required or has resolved to have an auditor.
58. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
59. At each annual general meeting the Society shall appoint an auditor to hold office until his is re-elected or his successor is elected at the next annual general meeting.
60. An auditor may be removed by ordinary resolution.
61. An auditor shall be informed forthwith in writing of appointment or removal.
62. No director and no employee of the Society shall be auditor.
63. The auditor may attend general meetings.
PART 11 -- Notices to Members
64. A notice may be given to a member, either personally or by mail to him at his registered address.
65. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that the notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle.
66. (1) Notice of a general meeting shall be given to
PART 12 -- By-laws
67. After being admitted a member is entitled to a copy of the Constitution and By-laws upon paying the sum of $1.00.
68. These By-laws shall not be altered or added to except by special resolution.
PART 13 -- Proxy Voting.
69. Unless the Directors otherwise determine, the instrument appointing a proxyholder, and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at a place specified for that purpose in that notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting of which the proxyholder proposes to vote, or shall be deposited with the chair of the meeting prior to the commencement of the meeting.
70. A vote given in accordance with the terms of an instrument of proxy is valid notwithstanding the previous death or incapacity of the members or revocation of the proxy or of the authority under which the proxy was executed, provided no intimation in writing of the death, incapability , or revocation has been received at the registered office of the society or by the chair of the meeting before the vote was given.
71. Unless, in the circumstances, the Society Act requires any other form of proxy, an instrument appointing a proxyholder, whether for a specified meeting or otherwise, shall be in the form following or in any other form that the Directors shall approve:
(Name of Society)
72. A proxy is valid for only one meeting or any adjournment thereof.