Constitution & Bylaws

CONSTITUTION

  1. The name of the Society is THETIS ISLAND COMMUNITY FUND.
  2. The purposes of the Society are:
    1. To provide funds for medical treatment and care for Thetis Island residents in financial need;
    2. To advance education and relieve poverty by providing funds for educational field trips, the purchase of educational equipment, fees and tuition for courses, and other educational supplies for students in financial need;
    3. To advance education by providing scholarships and bursaries to students on Thetis Island for post secondary education;
    4. To provide support services for the relief of senior residents of Thetis Island;
    5. To gift funds to other registered charities or organizations that are otherwise qualified donees as defined in subsection 149.1(1) of the Income Tax Act (Canada).

Amended at Thetis Island August 06, 2006 and effective October 03, 2006

  1. The Society shall be carried on without purpose of gain for its members.  At no time may any of the income or assets of the Society be used by or otherwise be made available for the personal benefit of the members.  All profits of or accretions to the Society shall be used exclusively for promoting the Society’s stated purposes.  This clause is unalterable.
  2. The directors shall serve without remuneration and shall not receive, directly or indirectly, any profits from their position as directors, but may be paid or reimbursed for expenses reasonably incurred by them in the performance of their duties.  This clause is unalterable.
  3. Upon wind-up or dissolution of the Society, the assets remaining after payment or satisfaction of all costs, charges and expenses properly incurred in the wind-up, including the remuneration of a liquidator, and after payment to the employees of the Society of any arrears of salary and reasonable severance pay, and any other debts of the Society shall be transferred to one or more organizations registered as charitable organizations under the Income Tax Act (Canada) which have documented purposes comparable to or consistent with those of the Society, as determined by a three fourths majority vote of the final board of directors of the Society or, failing such determination, by a trustee appointed under the Society Act.  This clause is unalterable.

BYLAWS

  1. Part 1 – Interpretation
    1. In these bylaws, unless the context otherwise requires:
      1. “directors” means the directors of the Society for the time being;
      2. “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;
      3. “registered address” of a member means the member’s address as recorded in the register of members; and
      4. “Society” means Thetis Island Community Fund.
    2. The definitions in the Society Act on the date these bylaws become effective apply to these bylaws.
    3. Words importing the singular include the plural and vice versa.
  2. Part 2 – Membership
    1. The members of the Society are the applicants for incorporation of the Society and those persons who have subsequently become members in accordance with these bylaws and, in either case, have not ceased to be members.
    2. A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.
    3. Only persons who are current directors of the Society are eligible to be admitted to membership in the Society.
    4. Every member shall uphold the constitution and comply with these bylaws.
    5. All members shall be deemed to be members in good standing.
    6. A person shall cease to be a member of the Society on the earliest happening of the following events:
      1. on delivering the member’s resignation in writing to the secretary of the Society or by mailing or delivering it to the address of the Society; or
      2. on the death of the member; or
      3. on the member ceasing to be a director of the Society.
    7. A member may not be expelled.
  3. Part 3 – Meetings of Members
    1. General meetings of the Society shall be held at such time and place, in accordance with the Society Act, as the directors decide.
    2. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
    3. The directors may, whenever they think fit, convene an extraordinary general meeting.
    4. Notice of a general meeting shall specify the place, day and hour of meeting and, in case of special business, the nature of that business.
    5. The accentual 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.
    6. The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation and after that 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.
  4. Part 4 – Proceedings at General Meeting
    1. Special business is:
      1. all business at an extraordinary general meeting except the adoption of rules of order; and
      2. all business that is transacted at an annual general meeting except:
        1. the adoption of rules of order;
        2. the consideration of the financial statements;
        3. the report of the directors
        4. the report of the auditor, if any;
        5. the appointment of an auditor, if required;
        6. the introduction of directors; and
        7. such other business as 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 notice convening the meeting.
      1. No business, other than the election of a chairperson and the adjournment or termination of the meeting, shall 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 shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
      3. A quorum is a majority of the members of the Society present at a general meeting.
    3. 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 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.
    4. The president of the Society or in the absence of the president, the vice-president or in the absence of both of them, one of the directors present chosen by the members, shall preside as chairperson of a general meeting.
      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 place.
      2. Where a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
      3. Except as provided for in this bylaw, it is not necessary to give notice of adjournment or of the business to be transacted at an adjourned general meeting.
      1. The chairperson of a meeting may move or propose a resolution.
      2. In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote to which the chairperson may be entitled as a member and the proposed resolution shall not pass.
      1. A member present at a meeting of members is entitled to one vote.
      2. Voting by membership is by show of hands unless by prior resolution of the membership a particular resolution is to be otherwise.
      3. A member may by instrument in writing appoint any other member to act in the member’s place at a meeting of the members.  The member holding such an instrument shall have a separate vote on behalf of the member who is absent, but the member who is absent shall not be counted in the quorum for the meeting.
    8. Unless otherwise provided for in these bylaws or in any procedures established by the directors or adopted by the members, Robert’s Rules of Order shall govern all matters or procedures at a meeting of the members.
  5. Part 5 – Directors and Officers
      1. The directors may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting but subject nevertheless to the provisions of:
        1. all laws affecting the Society;
        2. these bylaws; and
        3. rules not being inconsistent with these bylaws, which are made from time to time by the Society in general meeting.
      2. No rule made by the Society in general meeting invalidates a prior act of the directors that would have been valid if that rule had not been made.
      1. The number of directors shall be seven.
      2. Five directors shall be appointed as follows:
        1. 2 directors shall be appointed by the Thetis Island Residents and
          Ratepayers Association;
        2. 2 directors shall be appointed by the Thetis Island Community
          Association; and
        3. 1 director shall be appointed by the Thetis Island Parents’ Association.
      3. Two directors shall be appointed by resolution of the directors appointed by the Thetis Island Residents and Ratepayers Association, Thetis Island Community Association, and Thetis Island Parents’ Association.
      4. The directors shall serve for a term of 4 years, with either three or four directors retiring at the conclusion of every other annual general meeting, when the terms of their successors shall begin, provided that one of the first two persons appointed as a director pursuant to section (3) of this bylaw, as designated by the resolution appointing that person as a director, shall serve a term of only 2 years, retiring at the conclusion of the second annual general meeting following the director’s appointment but is eligible for reappointment.
      5. A director need not be a member of the Society at the time of appointment.
      6. If a director appointed pursuant to section (2) of this bylaw resigns or otherwise ceases to hold office, the organization which appointed that director shall appoint a person to take the place of the former director and fulfill the remaining term of that director.
      7. If a director appointed pursuant to section (3) of this bylaw resigns or otherwise ceases to hold office, the directors appointed by the Thetis Island Residents and Ratepayers Association, Thetis Island Community Association and Thetis Island Parents’ Association shall, by resolution, appoint a person to take the place of the former director and fulfill the remaining term of that director.
      1. An organization which appointed a director pursuant to bylaw 5.2 may, by written notice to the secretary or registered office of the Society, remove a director before the expiration of the director’s term of office, and may appoint a successor to complete the term of office of the director who was removed.
      2. The directors appointed by the Thetis Island Residents and Ratepayers Association, Thetis Island Community Association and Thetis Island Parents’ Association may, by resolution, remove a director appointed by resolution of the said directors pursuant to bylaw 5.2 before the expiration of the director’s term of office, and may appoint a successor to complete the term of office.
    4. No act or proceeding of the directors is invalid only by reason of there being fewer than the prescribed number of directors in office.
    5. Pursuant to Article 4 of the Constitution, 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 the director while engaged in the affairs of the Society
    6. At the first meeting of the directors after each annual meeting the directors shall elect from their number a president, a vice-president, a secretary, a treasurer and such other officers of the Society as the directors shall see fit.
  6. Part 6 – Proceedings of Directors
      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 see fit.
      2. A quorum is a majority of directors then in office present at a meeting of the directors.
      3. A director may participate in a meeting of the directors or a committee of the directors by means of conference telephones by which all directors participating in the meeting can hear each other.  A director participating in a meeting in accordance with this bylaw shall be deemed to be present at the meeting and shall be counted in the quorum for the meeting and be entitled to speak and vote at the meeting.
      4. Any director may by instrument in writing appoint any other director to act in his or her place at a meeting of directors or a committee of the directors.  The director holding such an instrument shall have a separate vote on behalf of the absent director, but the absent director shall not be counted in the quorum for the meeting.
      5. The president shall chair all meetings of the directors; but if at any meeting the president is not present at the time appointed for holding the meeting, the vice-president shall act as chairperson; but if neither is present the directors present may choose one of their number to chair the meeting.
      6. The president may at any time and the secretary shall, at the request of any two directors, convene a meeting of the directors.
      7. Directors must receive at least 24 hours’ notice of any meeting of the directors.  Notice may be given by telephone or by any method by which notice may be given to members.
      1. The directors may delegate any, but not all, of their powers to committeesconsisting of one or more directors as they think fit.
      2. A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of these powers to the earliest meeting of the directors to be held next after it has been done.
      3. A committee shall elect a chairperson of its meeting, but if no chairperson is elected, or if at any meeting the chairperson is not present within thirty 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 chairperson of the meeting.
      4. The members of a committee may meet and adjourn as they think fit.
    3. For the first meeting of directors held immediately following the 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 appointed director or directors for the meeting to be constituted, if a quorum of directors is present.
      1. Questions arising at any meeting of the directors and committee of the directors shall be decided by a majority of votes.
      2. In case of an equality of votes, the chairperson shall not have a casting or second vote in addition to the vote to which the chairperson may be entitled as a director and the proposed resolution shall not pass.
    5. The chairperson of a meeting may move, propose or second any resolution.
    6. 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.
  7. Part 7 – Duties of Officers
      1. The president shall:
        1. preside at all meetings of the Society and of the directors; and
        2. supervise the other officers in the execution of their duties.
      2. The vice-president shall assume the duties of the president in the absence of the president.
      3. The secretary shall:
        1. conduct or cause to be conducted the correspondence of the Society;
        2. issue or cause to be issued notices of meetings of the Society and directors;
        3. keep or cause to be kept minutes of all meetings of the Society and directors;
        4. ensure safe custody of all records and documents of the Society except those required to be kept by the treasurer
        5. ensure the safe custody of the common seal of the Society (if any); and
        6. maintain or cause to be maintained the register of members.
      4. The treasurer shall:
        1. keep or cause to be kept financial records, including books of account, as are necessary to comply with the Society Act.
        2. render or cause to be rendered financial statements to the directors, members and others when required.
      5. The directors may combine the offices of secretary and treasurer into an office to be known as secretary-treasurer, and the secretary-treasurer shall perform all of the duties of the secretary and of the treasurer, as set out in bylaws 7.3 and 7.4.
      6. In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.
  8. Part 8 – Protection and Indemnification of Directors and Officers
    1. Subject to the provisions of the Society Act, each director and officer of the Society shall be indemnified by the Society against expenses reasonably incurred by the director or officer in connection with any action, suit or proceeding to which the director or officer may be made a party by reason of being a director or officer of the Society, except in relation to matters as to which the director or officer shall be finally adjudged in such action, suit or proceeding to have been, in the performance of her duty as a director or officer, grossly negligent, criminally negligent, or intentionally engaged in tortuous conduct with the intent to defraud, deceive, misrepresent or improperly take advantage of an opportunity available to the Society.
    2. Subject to the provisions of the Society Act, the directors are authorized to give indemnities from time to time to any director or other person who has undertaken or is about to undertake any liability on behalf of the Society or any body corporate controlled by the Society, and to secure such director or other person against loss by mortgage and charge on the whole or any part of the real and personal property of the Society by way of security, and any action from time to time taken by the directors under this bylaw shall not require approval or confirmation by the members.
    3. The directors in their discretion may submit any contract, act or transaction for approval, ratification or confirmation at any annual or other meeting of the members called for the purpose of considering the same and any contract, act or transaction that may be approved, ratified or confirmed by a resolution passed by the
      majority of votes cast at such meeting (unless any different or additional requirement is imposed by the Society Act or these bylaws) shall be as valid and binding upon the Society and upon all members as though it had been approved, ratified and confirmed by every member of the Society.
    4. Subject to the provisions of the Society Act, no director or officer for the time being of the Society shall be liable for the acts, neglects or defaults of any other director, officer or employee of the Society or for joining in any receipt or act of conformity or for any loss, damage, expense or happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Society, or for the insufficiency or deficiency of any security in and upon which any of the moneys of or belonging to the Society shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any funds or property of the Society shall be ledged or deposited, or for any loss, damage or misfortune whatsoever which may happen in the execution of the duties of the director or officer’s respective office or trust or in relation to that office or trust, unless all or any of the same shall happen by or through the willful act, default or neglect of such director or officer.
    5. The Society shall, to the full extent permitted by the Society Act, indemnify and hold harmless every person serving as a director or officer of the Society, every person who has ever or who shall ever serve as a director or officer, and the heirs and legal representatives of all of those persons.
    6. Expenses incurred by any officer or director or former director or officer of the Society with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition of the claim, action, suit or proceeding in the discretion of the directors and upon the receipt of an undertaking satisfactory in form and amount to the directors by or on behalf of the recipient to repay such amount unless it is ultimately determined the recipient is entitled to indemnification under this Part.
    7. The Society shall apply to the Supreme Court of British Columbia for any approval of that court which may be required to make the indemnities under this Part effective.  Each director and officer of the Society on being elected or appointed shall be deemed to have contracted with the Society upon the terms of the indemnities set out in this Part.
    8. The failure of a director or officer of the Society to comply with the provisions of the Society Act or of the constitution of the Society or these bylaws shall not invalidate any indemnity to which such director or officer is entitled under this Part.
    9. The Society may purchase and maintain insurance for the benefit of any and all directors, officers, employees or agents against personal liability incurred by such person as a director, officer, employee or agent.
    10. The provisions of this Part shall be in addition to and in amplification of (and not by way of limitation of or substitution for) any rights, immunities or protection conferred upon any director or officer by any statute, law, matter or other thing of any kind or nature.
  9. Part 9 – Seal
    1. The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
    2. 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 two officers of the Society.
  10. Part 10 –Borrowing
    1. 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 the manner they decide and, in particular but without limiting the foregoing, by the issue of debentures.
    2. The members may by special resolution restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.
  11. Part 11 – Auditor
    1. This part applies only where the Society is required or has resolved to have an auditor.
    2. The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.
    3. At each annual general meeting, the Society may appoint an auditor to hold office until the auditor is re-appointed or his or her successor is appointed at the next annual general meeting.
    4. An auditor may be removed by ordinary resolution.
    5. An auditor shall be informed forthwith in writing of appointment or removal.
    6. No director and no employee of the Society shall be auditor.
    7. The auditor may attend general meetings.
  12. Part 12 – Notices to Members
    1. A notice may be given to a member, either personally or by mail to the member’s registered address or (at the request of the member) by fax or by email to the fax             number or email address provided by the member.
    2. 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 notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle.  A notice sent by fax or email shall be deemed to have been given on the day after the notice was sent, and in proving that notice was given it is sufficient to prove that the notice was sent to the correct fax number or email address.
      1. Notice of a general meeting shall be given to:
        1. every member shown on the register of members on the day notice is given; and
        2. the auditor if Part 11 applies.
      2. No other person is entitled to receive a notice of a general meeting.
  13. Part 13 – Bylaws
    1. On being admitted to membership, a member is entitled to and the Society shall give the member, without charge, a copy of the constitution and bylaws of the Society.
    2. These bylaws shall not be altered or added to except by special resolution.

DATED at Thetis Island, British Columbia this 11th day of November, 2005

Bylaw 5.2 and 5.3 amended by Special Resolution the 12th day of January, 2009 and FILED with the Registrar of Companies, February 06, 2009.