Constitution & Bylaws

Approved: April 5, 2009

Updated: October 2024

Amended & Approved: November 16, 2024

Filed Date and Time: November 25, 2024 03:51 PM Pacific Time

Society Incorporation Number: S0055124

CONSTITUTION

1) The name of the Society is

THE VANCOUVER ISLAND MASTER GARDENERS ASSOCIATION.

2) The purposes of the Society are:

a) to increase public understanding of environmentally responsible and effective gardening practices through volunteer clinics, workshops, seminars, courses and training programs

b) to affiliate with the Master Gardeners Association of B.C.

c) to liaise with other organizations with similar purposes and goals

d) to receive gifts, bequests, funds and property, and to hold, invest, administer and distribute funds and property for the purposes of the Society

e) to do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Society.

BYLAWS

of

THE VANCOUVER ISLAND MASTER GARDENERS ASSOCIATION

TABLE OF CONTENTS

PART 1 – GENERAL

1.1 Definitions

In these Bylaws and the Constitution of the Association, unless the context otherwise requires:

“address of the Association” means the address of the Association as filed from time to time with the Registrar in the Notice of Address;

“Board” means the directors acting as authorized by the constitution and these Bylaws in managing or supervising the management of the affairs of the Association and exercising the powers of the Association;

“Board resolution” means:

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 a resolution that has been submitted to all of the directors and consented to in writing by 75% of the directors who would have been entitled to vote on it in person at a meeting of the Board;

“Bylaws” means the Bylaws of the Association as filed in the Office of the Registrar;

“Constitution” means the constitution of the Association as filed in the Office of the Registrar;

“directors” means those persons who have become directors in accordance with these Bylaws and have not ceased to be directors, and a “director” means any one of them;

“Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c. 1 as amended from time to time;

“members” means the applicants for incorporation of the Association 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;

“ordinary resolution” means a resolution passed in a general meeting by the members of the Association by a simple majority of the votes cast in person or, if proxies are allowed, by proxy, a resolution that has been submitted to the members of the Association and consented to in writing by 75% of the members who would have been entitled to vote on it in person or by proxy at a general meeting of the Association, and a resolution so consented to is deemed to be an ordinary resolution passed at a general meeting of the Association;

“President” will preside over the Board and General Meetings of the Association

“registered address” of a member or director means the address of that person as recorded in the register of members or the register of directors;

“Registrar” means the Registrar of Companies of the Province of British Columbia;

“Society” and “Association” mean “The Vancouver Island Master Gardeners Association”

“Society Act” means the Society Act R.S.B.C. 1996, c. 433, as amended from time to time;

“special resolution” means:

a resolution passed in a general meeting by a majority of not less than 75% of the votes of those members of the Association who, being entitled to do so, vote in person or, if proxies are allowed, by proxy,

(a) of which the notice that the Bylaws provide, and not being less than 14 days’ notice, specifying the intention to propose the resolution as a special resolution has been given, or

(b) if every member entitled to attend and vote at the meeting agrees, at a meeting of which less than 14 days’ notice has been given, or a resolution consented to in writing by every member of the Association who would have been entitled to vote on it in person or, if proxies are allowed, by proxy at a general meeting of the Association, and a resolution so consented to is deemed to be a special resolution passed at a general meeting of the Association.

“VIMGA” means the Vancouver Island Master Gardeners Association

PART 2 – MEMBERSHIP

2.1 Admission to Membership

2.1.1 Membership in the Association shall be restricted to the applicants for incorporation, and to those persons who

(a) meet the initial and annual qualifications as a Master Gardener or Master Gardener in Training, or are members in good standing from an association recognized by VIMGA

(b) have been accepted as a member of the Association by the Directors

(c) adhere to the VIMGA Code of Conduct, and

(d) have paid the membership fee

2.1.2 All memberships shall be for a one-year term, and members may apply to renew their membership.

2.1.3 All members are in good standing except a member who

(a) has failed to pay the current annual membership fee within 60 days after the Annual General Meeting

(b) has failed to meet the annual requirements as a Master Gardener or Master Gardener in Training, and

(c) fails to uphold the VIMGA Standards in the Code of Conduct. 2.1.4

(d) A member who is not in good standing may apply to the Executive for reinstatement of her membership.

2.2 Expulsion of Member

A member may be expelled by a special resolution of the members passed at a general meeting.

The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.

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.

2.3 Cessation of Membership

A person will immediately cease to be a member of the Association:

2.3.1 on having been a member not in good standing for 60 days after the Annual General Meeting

2.3.2 upon the date which is the later of the date of delivering his or her resignation in writing to the Secretary of the Association or to the address of the Association and the effective date of the resignation stated thereon; or

2.3.3 upon his or her death; or

2.3.4 upon being expelled.

2.4 Dues

Annual membership dues shall be determined by the members.

2.5 Compliance with Bylaws

Every member shall uphold the Constitution and comply with these Bylaws.

PART 3 – MEETINGS OF MEMBERS

3.1 Time and Place of General Meetings

The general meetings of the Association shall be held at such time and place, in accordance with the Societies Act, as the Board shall decide.

3.2 Extraordinary General Meeting

Every general meeting other than an annual general meeting is an extraordinary general meeting.

3.3 Calling of Extraordinary General Meeting

The Board may, whenever it thinks fit, convene an extraordinary general meeting.

3.4 Notice of General Meeting

The Association shall give not less than 14 days written notice of a general meeting to those members entitled to receive notice; but those members may waive or reduce the period for a particular meeting by unanimous consent in writing.

3.5 Contents of Notice

Notice of a general meeting shall specify the place, the day and the hour of the meeting.

3.6 Omission of Notice

The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

3.7 Annual General Meetings

The first annual general meeting of the Association shall be held not more than 15 months after the date of incorporation, and thereafter an annual general meeting shall 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

4.1 Special Business

Special business is:

all business at an extraordinary general meeting except the adoption of rules of order; and all business that is transacted at an annual general meeting, except:

(a) the adoption of rules of order;

(b) consideration of the financial statements;

(c) consideration of the report of the directors;

(d) consideration of the report of the auditor;

(e) the election of directors;

(f) the appointment of the auditor; and

(g) such other business that, under these Bylaws or any governing statutes, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors if the report was issued with the notice of the meeting.

4.2 Requirement of Quorum

No business, other than the election of a person to chair the meeting and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

4.3 Loss of Quorum

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.

4.4 Quorum

A quorum at a general meeting is the lesser of one-third of the members or 20 persons.

4.5 Lack of Quorum

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 members shall be terminated; but in any other case, it shall stand adjourned to the next day, 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 shall constitute a quorum.

4.6 Chair

The President of the Association shall, subject to a Board resolution appointing another person, chair all general meetings; but if at any general meeting the President, Vice-President or Past President is not present within 15 minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the members present may choose one of their numbers to chair that meeting.

4.7 Alternate Chair

If a person presiding as chair of a general meeting wants to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the members present at such meeting, he or she may preside as chair.

4.8 Adjournment

A general meeting may be adjourned from time to time and from place to place but no business shall be transacted at the resumption of an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

4.9 Notice of Adjournment

It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 14 days, in which case notice of the adjourned meeting shall be given as in the case of the original meeting.

4.10 Ordinary Resolution Sufficient

Any issue at a general meeting which is not required by these Bylaws or the Societies Act to be decided by a special resolution shall be decided by an ordinary resolution.

4.11 Entitlement to Vote

A member in good standing is entitled to one vote.

4.12 No Casting Vote

The person chairing a general meeting, providing he or she is a member of the Association, may vote but, if he or she does so and the result is a tie, shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.

4.13 Decisions by Show of Hands, Voice Vote or Secret Ballot

Voting shall be by show of hands or voice vote recorded by the secretary of the meeting; except that, at the request of any two members present at the meeting, a secret vote by written ballot shall be required.

4.14 Voting by Proxy

Voting by proxy is not permitted.

4.15 Ordinary Resolution in Writing

A resolution in writing which is identified as an ordinary resolution and has been submitted to all the members and signed by a minimum of 75% of the members who would have been entitled to vote on it at a general meeting of the Association is as valid and effectual as an ordinary resolution as if it had been passed at a meeting of members duly called and constituted and shall be deemed to be an ordinary resolution. Such a resolution may be in two or more counterparts which together shall be deemed to constitute one ordinary resolution in writing.

Such ordinary resolution shall be filed with minutes of the proceedings of the members and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

4.16 Special Resolution in Writing

A resolution in writing which is identified as a special resolution and has been signed by all the members who would have been entitled to vote on it at a general meeting of the Association is as valid and effectual as a special resolution as if it had been passed at a meeting of members duly called and constituted and shall be deemed to be a special resolution. Such a resolution may be in two or more counterparts which together shall be deemed to constitute one special resolution in writing. Such special resolution shall be filed with minutes of the proceedings of the members and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

4.17 Copy of Special Resolution to be filed with the Registrar

A copy of any special resolution passed in accordance with the Bylaws shall be filed with the Registrar in the prescribed form and shall not take effect until such copy is accepted by the Registrar.

PART 5 – DIRECTORS AND OFFICERS

5.1 Powers of Directors

The Directors may exercise all such powers and do all such acts and things as 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 members in general meeting, but subject, nevertheless, to the provisions of:

all laws affecting the Association; and these Bylaws.

5.2 Management of Property and Affairs

The property and the affairs of the Association shall be managed by the Board.

5.3 Number of Directors and Officers

5.3.1 The officers of the Society shall be a President, a Vice-President, a Past President, a Treasurer, and a Secretary who shall be Directors of the Society.

5.3.2 The number of Directors shall be such number, not being less than three, as may be determined from time to time by ordinary resolution.

5.3.3 Additional Directors may be elected for areas where the number of members warrants such representation, as determined by the members.

5.3.4 The Directors may appoint one or more additional directors between annual general meetings, but the number of additional directors appointed under Bylaw 5.3.3 shall not at any time exceed 3 during any such period. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Bylaw 5.3.3, but is eligible for re-election or reappointment at such meeting. Directors appointed under this section must be members in good standing.

5.4 Election of Directors and Officers

Directors shall be elected by the members at a general meeting and shall take office commencing at the close of the meeting.

5.5 Other Members of the Board of Directors

5.5.1 The Directors shall appoint a Member Services Co-ordinator who will be a member of the Board.

5.5.2 The members may elect one or more Representatives to the Council of the Master Gardeners Association of BC. Such representatives shall be members of the Board

5.6 Term of Office

Elections for directors shall normally be held at the annual general meeting and the term of office of directors shall normally be 2 years. However the members may by resolution determine that some or all vacant directors’ positions shall have a term of less than two years, the length of such term to be determined by the members in their discretion. For purposes of calculating the duration of a director’s term of office, the term shall be deemed to commence at the close of the annual general meeting at which such director was elected. If, however the director was elected at an extraordinary general meeting his or her term of office shall be deemed to have commenced at the close of the annual general meeting next following such extraordinary general meeting.

5.7 Consecutive Terms

Directors may be elected for consecutive terms.

5.8 Term Limit

A director may serve for no more than 3 consecutive terms.

5.9 Election by Secret Ballot

In elections where there are more candidates than vacant positions for directors, election shall be by secret ballot. Candidates shall be deemed to be elected in order of those candidates receiving the most votes.

5.10 Voiding of Ballot

No member shall vote for more directors than the number of vacant positions for directors. Any ballot on which more names are voted for than there are vacant positions shall be deemed to be void.

5.11 Directors Eligibility

A person must be a member of the Association to be eligible for election as a director of the Association.

5.12 Election of Less than Required Number of Directors

Every director serving a term of office shall retire from office at the close of the annual general meeting in the year in which his or her term expires; but if no successor is elected or appointed and the result is that the number of directors would fall below three, the person previously elected or appointed as director shall continue to hold office until such time as successor directors are elected or appointed.

5.13 Directors Subscribe and Support Purposes

Every director shall unreservedly subscribe to and support the purposes of the Association.

5.14 Removal of Directors

The members may by special resolution remove any director at any time and may elect or appoint a person as a replacement director and determine the term of such replacement director.

5.15 Replacement of Directors

Notwithstanding the foregoing bylaws, if a director ceases to hold office during his or her term for any reason other than removal in accordance with these Bylaws and the number of directors is then less than three, the Board may appoint a person as a replacement director to take the place of such director until the next annual general meeting.

5.16 Invalidation of Acts

No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of directors in office.

5.17 Cessation of Directors

A person shall automatically cease to be a director of the Association:

upon the expiry of his or her term; or upon the date which is the later of the date of delivering his or her resignation in writing to the Secretary of the Association or to the address of the Association and the effective date of the resignation stated therein; or upon his or her death; or upon being removed in accordance with these Bylaws.

5.18 Remuneration of Directors

A director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Association.

5.19 Powers of the Board

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 statue 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.

5.20 Board Enable to Receive Donations

The Board shall take such steps as it deems necessary to enable the Association to receive donations, bequests, funds, property, trusts, contracts, agreements and benefits for the purpose of furthering the purposes of the Association. The Board in its sole and absolute discretion may refuse to accept any donation, bequest, trust, loan, contract or property.

5.21 Investment of Property and Standard of Care

If the directors are required to invest funds on behalf of the Association, the directors must invest the assets of the Association in credit union or bank term deposits and similar no risk options. The standard of care required of the directors is that they will exercise the care, skill, diligence and judgement that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Association.

5.22 No Investment in Mutual or Pooled Funds

Investment of the assets of the Association may be made by the directors of the Association or by any agent or delegate of theirs in credit union or bank term deposits or similar no risk options.

5.23 Investment Advice

The directors may obtain advice with respect to the investment of the property of the Association and may rely on such advice if a prudent investor would rely upon the advice under comparable circumstances.

PART 6 – PROCEEDINGS OF THE BOARD

6.1 Procedure of Meetings

After issue of the certificate of incorporation, a meeting of the directors shall be held at which the directors may:

(a) make banking arrangements;

(b) appoint an auditor to hold office until the first annual general meeting; and

(c) transact any other business.

Subsequent meetings of the Board may be held at any time and place determined by the Board, provided that two days’ notice of such meeting shall be sent to each director. However, no formal notice shall be necessary if all directors were present at the preceding meeting when the time and place of the meeting were determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary of the Association.

6.2 Quorum

The Board 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.

6.3 Chairing of Meetings

The President of the Association shall chair all meetings of the Board; but if at any Board meeting the President or Vice-President or Past President is not present within 15 minutes after the time appointed for the meeting, or requests that he or she not chair that meeting, the directors present may choose one of their number to chair that meeting.

6.4 Alternate Chair

If the person presiding as chair of a meeting of the Board wants to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the directors present at such meeting, he or she may preside as chair.

6.5 Calling of Meetings

A director may at any time, and the Secretary at the request of a director, shall convene a meeting of the Board.

6.6 Notice

For the purposes of the first meeting of the Board held immediately following the appointment or election of a director or directors at an annual or other general meeting, or for the purposes of a meeting of the Board at which a director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed director or directors for the meeting to be properly constituted.

6.7 Motions need not be Seconded

No resolutions proposed at a meeting of the Board need be seconded.

6.8 Simple Majority Sufficient

Any issue at a meeting of the Board which is not required by these Bylaws or the Societies Act to be decided by a resolution requiring more than a simple majority shall be decided by a Board resolution.

6.9 No Casting Vote

The person chairing a meeting may vote but, if he or she does so and the result is a tie, he or she shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed.

6.10 Procedure for Voting

Voting shall be by show of hands or voice vote recorded by the secretary of the meeting except that, at the request of any one director, a secret vote by written ballot shall be required.

6.11 Resolution in Writing

A Board resolution in writing which has been deposited with the Secretary is as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such Board resolution may be in two or more counterparts which together shall be deemed to constitute one resolution in writing. Such resolution shall be filed with minutes of the proceedings of the Board and shall be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

6.12 Waiver of Notice by Absent Director

A director who contemplates being or is absent from British Columbia may, by letter, facsimile, or electronic mail, send or deliver to the address of the Association a waiver of notice of any meeting of the Board for a period not longer than one year and may, at any time, withdraw the waiver in like manner. Until the waiver is withdrawn:

no notice of meetings of the Board need be sent to that director; and any and all meetings of the Board, notice of which has not been given to that director shall, if a quorum is present, be valid and effective.

6.13 Duties of Officers

6.13.1 The President shall

(a) preside at all meetings of the Society

(b) supervise the other officers in the execution of their duties

(c) perform all other duties pertaining to that office.

6.13.2 The Vice-President shall

(a) carry out the duties of the President during his/her absence. 6.13.3 The Secretary shall

(a) keep an accurate record of all meetings and of all motions and resolutions (b) notify members of general meetings

(c) keep record of the attendance at meetings of the Directors

(d) notify Directors thereof who have absented themselves from two consecutive meetings.

(e) conduct the correspondence of the Board

(f) keep the records of the Society in accordance with the Act

(g) file the annual report of the Society and make any other filings with the registrar under the Act.

6.13.4 The Treasurer shall

(a) be responsible for arranging for custody and expenditure of all funds of the Society in accordance with decisions of the Directors

(b) cause to be maintained accurate records of the financial operations of the Society as are necessary to comply with the Societies Act and the Income Tax Act

(c) ensure that signing authorities for cheques of the Society are as prescribed by the Directors

(d) render financial statements to the Directors, members and others when required.

6.14 Removal of Officers

A person may be removed as an officer by a resolution passed at a meeting of the Board by a majority of not less than two-thirds of the Directors present.

6.15 Replacement

Should the President or any other officer for any reason not be able to complete his or her term, the Board shall remove such officer from his or her office and shall elect a replacement without delay.

6.16 Absence of Secretary at Meeting

If the Secretary is absent from any meeting of the Association or the Board, the directors present shall appoint another person to act as secretary at that meeting.

6.17 Combination of Offices of Secretary and Treasurer

The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary-Treasurer.

PART 7 – COMMITTEES

7.1 Delegation of Committees

The Board may delegate any, but not all, of its powers to committees which may be in whole or in part composed of directors as it thinks fit.

7.2 Rules

A committee, in the exercise of the powers delegated to it, shall conform to any rules that may from time to time be imposed by the Board, and shall report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board of Directors may determine.

7.3 Meetings

The members of a committee may meet and adjourn as they think proper and meetings of the committees shall comply as closely as possible with the requirements set out in these bylaws governing proceedings of the Board.

7.4 Standing and Special Committees

The Board may create such standing and special committees as may from time to time be required. Any such committee shall limit its activities to the purpose or purposes for which it is appointed, and shall have no powers except those specifically conferred by a Board resolution. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee shall automatically be dissolved.

PART 8 – SEAL

8.1 No Seal

No seal is required.

8.2 Execution of Instruments

Contracts, documents or instruments in writing requiring the signature of the Association may be signed by:

the President or Vice-President together with the Secretary or the Treasurer, or any two directors and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The board of directors shall have power from time to time by resolution to appoint any officer or officers, or any person or persons, on behalf of the Association either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

PART 9 – BORROWING

9.1 Powers of Directors

In order to carry out the purposes of the Association the Board may, on behalf of and in the name of the Association, raise or secure the payment or repayment of money, but only with the approval of the members by ordinary resolution.

9.2 Restrictions of Borrowing Powers

The members may by ordinary resolution restrict the borrowing powers of the Board.

PART 10 – AUDITOR

10.1 Requirement

This part applies only where the Association is required or has resolved to have an auditor.

10.2 First Auditor

The first auditor shall be appointed by the Board which shall also fill any vacancy occurring in the office of auditor.

10.3 Appointment of Auditor at Annual General Meeting

At each annual general meeting, the Association shall appoint an auditor to hold office until he or she is reappointed or his or her successor is appointed at the next following annual general meeting in accordance with the procedures set out in the Societies Act.

10.4 Removal of Auditor

An auditor may be removed by ordinary resolution in accordance with the procedures set out in the Societies Act.

10.5 Notice of Appointment

An auditor shall be promptly informed in writing of his appointment or removal.

10.6 Restrictions on Appointment

No director or employee of the Association shall be auditor.

10.7 Attendance at Annual General Meetings

The auditor may attend general meetings.

PART 11 – NOTICES

11.1 Entitlement to Notice

Notices of a general meeting shall be given to:

every person shown on the register of members as a member on the day the notice is given; and the auditor.

No other person is entitled to be given notice of a general meeting.

11.2 Method of Giving Notice

A notice may be given to a member or a director either personally, by delivery, facsimile, or electronic mail, or by first class mail posted to such person’s registered address.

11.3 When Notice Deemed to Have Been Received

A notice sent by mail shall be deemed to have been given on the second day following that on which the notice was posted. In proving that notice has been given it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if there shall be, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails, then such notice shall only be effective when actually received. Any notice delivered either personally, by delivery, facsimile, or electronic mail, or by first class mail shall be deemed to have been given on the day it was so delivered or sent.

11.4 Days to be Counted in Notice

If a number of days notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given shall not, but the day on which the event for which notice is given shall, be counted in the number of days required.

PART 12 – MISCELLANEOUS

12.1 Inspection of Records

The members shall from time to time determine whether and to what reasonable extent, times and places and under what conditions or regulations the documents, including the books of account, of the Association and minutes of meetings of the Board shall be open to the inspection of members of the Association not being directors. In the absence of such determination by the members, the documents, including the books of account, of the Association shall be open to inspection by any member of the Association not being a director.

12.2 Participation in Meetings

Any meeting of the Association, the Board or any committee may also be held, or any member, director or committee member may participate in any meeting of the Association, the Board or any committee, by telephone or video conference call or similar communication equipment so long as all the members, directors, or persons participating in the meeting can see or hear and respond to one another. All such members, directors, or persons so participating in any such meeting shall be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing bylaws, shall be entitled to vote by a voice or written vote recorded by the Secretary of such meeting. This method of voting will from time to time be used for passing resolutions.

12.3 Rules Governing Notice, Board Resolutions and Ordinary Resolutions

The rules governing when notice is deemed to have been given set out in these Bylaws shall apply mutatis mutandis to determine when a Board resolution shall be deemed to have been submitted to all of the directors and when an ordinary resolution shall be deemed to have been submitted to all of the members.

12.4 Right to Become Member of other Society

The Association shall have the right to subscribe to, become a member of and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Association’s purposes.

12.5 Not a Reporting Society

Subject to an order of the Registrar pursuant to the Societies Act stating that the Association is a “reporting society” as defined under the Societies Act, the Association shall be deemed not to be a “reporting society”.

12.6 Branch Societies

The Association may establish and maintain one or more branch societies with the powers, not exceeding the powers of the Association, that the Association confers.

PART 13 – PART 13 – INDEMNIFICATION

13.1 Indemnification of Directors and Officers

Subject to the provisions of the Societies Act, each Director and each Officer of the Association will be indemnified by the Association against all costs, charges and expenses reasonably incurred in connection with any claim, action, suit or proceeding to which that person may be made a party by reason of being or having been a Director or Officer of the Association.

13.2 Indemnification of Past Directors and Officers

To the extent permitted by the Societies Act, the Association will indemnify and hold harmless every person heretofore, now or hereafter serving as a Director or Officer of the Association and that person’s heirs and personal representative.

13.3 Advancement of Expenses

To the extent permitted by the Societies Act, all costs, charges and expenses incurred by a Director or Officer with respect to any claim, action, suit or proceeding may be advanced by the Association prior to the final disposition thereof, in the discretion of the Council, and upon receipt of an undertaking satisfactory in form and amount to the Council by or on behalf of the recipient to repay such amount unless it is ultimately determined that the recipient is entitled to indemnification hereunder.

13.4 Approval of Court and Term of Indemnification

The Association will apply to the court for any approval of the court which may be required to make the indemnities herein effective and enforceable. Each Director and each Officer of the Association on being elected or appointed will be deemed to have contracted with the Association upon the terms of the foregoing indemnities.

13.5 Indemnification not Invalidated by Non-Compliance

The failure of a Director or Officer of the Association to comply with the provisions of the Societies Act, or of the Constitution or these Bylaws will not invalidate any indemnity to which he or she is entitled under this part.

13.6 Purchase of Insurance

The Association may purchase and maintain insurance for the benefit of any or all Directors, Officers, employees or agents against personal liability incurred by any such person as a Director, Officer, employee or agent.

PART 14 – PART 14 – NOT FOR PROFIT OR GAIN, WIND UP AND DISSOLUTION OF SOCIETY

14.1 Not for Profit or Gain

The activities of the Society shall be carried on without purpose of gain for its members, and any income, profits or other accretions to the Society shall be used in promoting the purposes of the Society.

This provision was previously unalterable.

14.2 Wind up and Dissolution of the Society

Upon winding-up or dissolution of the Society, the funds and property remaining after the payment of all costs, charges and expenses properly incurred in the winding-up or dissolution, including the remuneration of the liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after payment of any debts of the Society, shall be distributed to a similar charity, registered under the provisions of the Income Tax Act, or such “qualified donees” allowed under the Income Tax Act, as shall be designated by the board who conduct operations within British Columbia. Any of such funds or property remaining which had originally been received for specific purposes shall, wherever possible, be distributed to a similar “qualified donee” or charity registered under the provisions of the Income Tax Act carrying on work of a similar nature to such specific purposes.

This provision was previously unalterable.

PART 15 – PART 15 – BYLAWS

15.1 Entitlement of Members to Copy of Constitution and Bylaws

On being admitted to membership, each member is entitled to have access to a copy of the Constitution and bylaws of the Association.

15.2 Special Resolution Required to Alter or Add to Bylaws

These Bylaws shall not be altered or added to except by special resolution.

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