The
Constitution
The name of the society is: “The British Columbia Archery Association,” hereafter referred to as the Society.
The purpose of the Society is to
perpetuate, foster and manage the practice of archery, in all its forms, in
Bylaws
Part 1 –
Interpretation
1)
In
these bylaws, unless the context otherwise requires:
“affiliate”
means every archery organization that becomes and remains an affiliate in
accordance with these bylaws;
“archery organization”
means a club, having a president, vice president and secretary; an association;
or a private concern offering an archery program to its members;
“directors”
means the directors of the Society for the time being;
“document”
means a written instrument, including a notice, order, certificate, register,
letter, report, return, account, summons or legal process;
“member”
means every person who becomes and remains a member in accordance with these
bylaws;
“ordinary
resolution” means
i)
a
resolution passed in a general meeting by a simple majority of the votes cast,
or
ii)
a
resolution that has been submitted to the members of the Society and consented
to in writing by 75% of the members who would have been entitled to vote on it
at a general meeting of the Society, and a resolution so consented to is deemed
to be an ordinary resolution passed at a general meeting of the Society;
“registered
address” of a member means the
member’s address as recorded in the register of members, and may consist of a
mailing address or an e-mail address;
“Society
Act”
means the Society Act of
“special
resolution” means
i)
a
resolution passed in a general meeting by a majority of not less than 75% of the
votes cast of those members of the Society who, being entitled to do so, vote
(1)
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
(2)
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,
ii)
a
resolution consented to in writing by every member of the Society who would have
been entitled to vote on it at a general meeting of the Society, and a
resolution so consented to is deemed to be a special resolution passed at a
general meeting of the Society.
2)
Words importing the singular include the plural and vice versa, and words
importing a male person include a female person.
Part 2 – Membership
and Affiliation
3)
The
classes of membership and affiliation, including associated rights and
privileges, must be determined by the directors; different classes of membership
or affiliation may have different rights and privileges, except no class of
affiliate shall have any right to vote at any meeting of the Society.
4)
The
amount of the annual membership and affiliation dues, including any discounts or
rebates, must be determined by the directors; different classes of membership or
affiliation may have different dues, discounts and rebates.
5)
A
person may apply to the directors for membership in the Society and on
acceptance by the directors is a member.
6)
An
archery organization may apply to the directors for affiliation with the Society
and on acceptance by the directors is an affiliate.
7)
Every member and affiliate must uphold the constitution and comply with these
bylaws.
8)
A
person ceases to be a member of the Society
a)
by
delivering his resignation in writing to the secretary of the Society,
b)
on
his death,
c)
on
being expelled, or
d)
on
being a member not in good standing.
9)
An
archery organization ceases to be an affiliate of the Society
a)
by
delivering its resignation in writing to the secretary of the Society,
b)
on
its dissolution,
c)
on
being expelled, or
d)
on
being an affiliate not in good standing.
10)
a)
The directors, by resolution and in accordance with these bylaws, may
expel a member or affiliate.
b)
The
directors must determine the procedures for expelling a member or affiliate,
including:
i)
the
giving of notice of, and reasons for, the proposed expulsion to the person or
archery organization who is the subject of the proposed expulsion;
ii)
the
opportunity for the person or archery organization to be heard by the directors
before the resolution is put to a vote; and
iii)
the
opportunity for the person or archery organization to appeal the decision of the
directors to the members, and for the members to uphold or reverse the decision
of the directors;
and these procedures must be
approved by an ordinary resolution passed at a general meeting.
11)
All
members and affiliates are in good standing except one who has failed to pay the
current annual membership or affiliation fee, or any other subscription or debt
due and owing by the member or affiliate to the Society, and the member or
affiliate is not in good standing so long as the debt remains unpaid.
Part 3 – Meetings of
Members
12)
General meetings of the Society must be held at the time and place, in
accordance with the Society Act, that
the directors decide.
13)
Every general meeting, other than an annual general meeting, is an extraordinary
general meeting.
14)
The
directors may, when they think fit, convene an extraordinary general meeting.
15)
a)
Notice of a general meeting must specify the place, day and hour of the
meeting and, in case of special business, the general nature of that business.
b)
The
accidental omission to give notice of a meeting to, or the non-receipt of a
notice by, any of the members entitled to receive notice does not invalidate
proceedings at that meeting.
16)
An
annual general meeting must be held at least once in every calendar year and not
more than 15 months after the holding of the last preceding annual general
meeting.
Part 4 – Proceedings
at General Meetings
17)
Special business is:
a)
all
business at an extraordinary general meeting except the adoption of rules of
order, and
b)
all
business conducted at an annual general meeting, except the following:
(i)
the
adoption of rules of order,
(ii)
the
consideration of the financial statements,
(iii)
the
report of the directors,
(iv)
the
report of the auditor,
(v)
the
election of directors,
(vi)
the
appointment of an auditor, and
(vii)
the
other business that , under these bylaws, ought to be conducted at an annual
general meeting, or business that is brought under consideration by the reports
of the directors issued with the notice convening the meeting.
18)
Business, other than the election of a chair and the adjournment or termination
of the meeting, must not be conducted at a general meeting at a time when a
quorum is not present.
19)
A
quorum is three members present or a greater number that the members may
determine at a general meeting.
20)
Subject to bylaw 21), the directors present at a meeting must choose one of
their number to be the chair at that meeting.
21)
If
no director is present within 15 minutes after the time appointed of holding the
meeting, the members present at a meeting must choose one of their number to be
the chair at that meeting.
22)
a)
A resolution proposed at a meeting need not be seconded, and the chair of
a meeting may move or propose a resolution.
b)
In
the case of a tie vote, the chair does not have a casting or second vote in
addition to the vote to which he may be entitled as a member and the proposed
resolution does not pass.
23)
a)
A member in good standing present at a meeting of members, and being at
least 16 years of age, is entitled to one vote.
b)
Voting is by show of hands.
c)
Voting by proxy is not permitted.
Part 5 – Directors
and Officers
24)
a)
The directors may exercise all the powers and do all the acts and things
that the Society may exercise and do, and that are not by these bylaws or by
statute or otherwise lawfully directed or required to be exercised or done by
the Society in a general meeting, but subject, nevertheless, to:
i)
all
laws affecting the Society,
ii)
these bylaws, and
iii)
rules, not being inconsistent with these bylaws, that are made from time to time
by the Society in a general meeting.
b)
A
rule, made by the Society in a general meeting, does not invalidate a prior act
of the directors that would have been valid if that rule had not been made.
25)
The
following positions are the directors of the Society:
i)
President
ii)
Vice
President – Administration
iii)
Vice
President – Technical & Athlete Development
iv)
Vice
President – Finance
v)
Vice
President – 3D & Bowhunting
vi)
Director at Large
vii)
Secretary
26)
a)
Not more than one director position may be held by one person.
b)
Notwithstanding bylaw 26) a), a director may hold one or more other positions in
the Society.
27)
Subject to bylaw 28), the directors shall be elected by the members of the
Society and shall hold their offices for a term of two years from election at an
annual general meeting, and
i)
the
terms of office of the President, Vice President – 3D & Bowhunting, Director at
Large and Secretary shall be concurrent, and
ii)
the
terms of office of the Vice President – Administration, Vice President –
Technical & Athlete Development and Vice President – Finance shall be
concurrent.
28)
a)
The directors must retire from office at each annual general meeting when
their successors are elected.
b)
Separate elections must be held for each office to be filled.
c)
An
election may be by acclamation; otherwise it must be by ballot.
d)
If a
successor is not elected, the person previously elected or appointed continues
to hold office.
29)
a)
If a director resigns his office or otherwise ceases to hold office, the
remaining directors must appoint a member to take the place of the former
director.
b)
A
director so appointed holds office only until the next annual general meeting of
the Society, but is eligible for re-election at the meeting.
c)
A
director elected at this meeting holds office until the normal term of office
expires in accordance with bylaw 27) i) and ii).
d)
An
act or proceeding of the directors is not invalid merely because there is fewer
than the prescribed number of directors in office.
30)
a)
The members may, by special resolution, remove a director, before the
expiration of his term of office, and may elect a successor to complete the term
of office
b)
If
the members do not elect a successor, one must be appointed pursuant to bylaw
29).
31)
A
director must not be remunerated for being or acting as a director, but a
director must be reimbursed for all expenses necessarily and reasonably incurred
by the director while engaging in the affairs of the Society.
Part 6 – Proceedings
of Directors
32)
a)
The directors may meet at the places they think fit to conduct business,
adjourn and otherwise regulate their meetings and proceedings, as they see fit.
b)
The
directors may from time to time set the quorum necessary to conduct business,
and unless so set the quorum is a majority of the directors then in office.
c)
The
directors present at a meeting must choose one of their number to be the chair
at that meeting.
d)
A
director may at any time, and the secretary, on the request of a director, must,
convene a meeting of the directors.
33)
a)
The directors may delegate, as they see fit, any, but not all, of their
powers to committees consisting of at least one director.
b)
A
committee so formed in the exercise of the powers so delegated must conform to
any rules imposed on it by the directors, and must report every act or thing
done in exercise of those powers to the earliest meeting of the directors held
after the act or thing has been done.
34)
a)
The members of a committee may meet and adjourn as they think proper.
b)
The
members of a committee present at a meeting must choose one of their number to
be the chair at that meeting.
35)
Questions arising at a meeting of the directors or a committee must be decided
by a majority of votes.
36)
a)
A resolution proposed at a meeting need not be seconded, and the chair of
a meeting may move or propose a resolution.
b)
In
the case of a tie vote, the chair does not have a casting or second vote in
addition to the vote to which he maybe entitled as a member and the proposed
resolution does not pass.
c)
Voting is by show of hands.
d)
Voting by proxy is not permitted.
37)
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. An affirmation sent
by electronic means from the director’s registered address qualifies as a
signature.
Part 7 – Duties of
Officers
38)
The
President is the chief executive officer of the Society and must supervise the
other officers in the execution of their duties.
39)
The
Vice President – Administration must carry out the duties of the President
during the president’s absence.
40)
The
Secretary must:
a)
conduct the correspondence of the Society;
b)
issue notices of meetings of the Society and directors;
c)
keep
minutes at all meetings of the Society and directors;
d)
have
custody of all records and documents of the Society except those required to be
kept by the Vice President - Finance;
e)
have
custody of the common seal of the Society; and
f)
maintain the register of members.
41)
The
Vice President – Finance must:
a)
keep, or cause to be kept, the financial records of the Society, including books
of account, necessary to comply with the
Society Act, and
b)
render, or cause to be rendered, financial statement s to the directors, members
and others when required;
42)
In
the absence of the Secretary from a meeting, the directors present must appoint
another person to act as secretary at that meeting.
Part 8 – Executive
Committee
43)
Despite bylaw 33), the directors may appoint an Executive Committee charged with
the daily management of the Society and consisting of:
a)
the
President,
b)
the
Vice President – Finance, and
c)
one
other director as determined by the directors from time to time.
44)
In
appointing the Executive Committee, the directors may specify duties, terms and
conditions for the committee, and the Executive Committee must conform to such
rules.
45)
The
Executive Committee must report every act or thing done in exercise of its
duties to the earliest meeting of the directors held after the act or thing has
been done.
Part 9 – Zone
Representatives
46)
In
this part, “member” means a member
of the Society in good standing who resides in a given BC Games Zone.
47)
Subject to bylaw 48), a zone representative shall be elected by the members in
each BC Games Zone and shall hold their offices for a term of two years from
election, and
i)
the
terms of office of the representatives of Zones 1, 3, 5 and 7 shall be
concurrent, and
ii)
the
terms of office of the representatives of Zones 2, 4, 6 and 8 shall be
concurrent.
48)
a)
An election may be by acclamation; otherwise it must be by ballot.
b)
If a
successor is not elected, the person previously elected or appointed continues
to hold office.
49)
a)
Subject to bylaw 50 a), if a zone representative resigns his office or
otherwise ceases to hold office, the directors must appoint a member to take the
place of the former representative.
b)
A
zone representative so appointed holds office until the normal term of office
expires in accordance with bylaw 47) i) and ii).
50)
a)
The members may remove a zone representative, before the expiration of
his term of office, and may elect a successor to complete the term of office.
b)
If
the members do not elect a successor, one must be appointed pursuant to bylaw
49).
Part 10 – Policies
51)
The
directors, by resolution and in accordance with these bylaws, must make, and may
change from time to time, policies with respect to:
a)
the
procedures for the election of directors;
b)
the
procedures for the election and removal of zone representatives;
c)
the
responsibilities of each director;
d)
the
responsibilities of the zone representatives;
e)
the
responsibilities of any paid staff;
f)
tournaments sponsored by the Society;
g)
the
rules to be used at tournaments sponsored by the Society; and
h)
provisions to transition the Society to these bylaws in the shortest time
practicable.
52)
The
directors, by resolution and in accordance with these bylaws, may make and
change from time to time, policies with respect to:
a)
the
qualifications of directors, volunteer positions and paid staff;
b)
the
responsibilities of volunteer positions; and
c)
any
other matter.
Part 11 – Seal
53)
The
directors may provide a common seal for the Society and may destroy a seal and
substitute a new seal in its place.
54)
The
common seal must be affixed only when authorized by a resolution of the
directors and then only in the presence of the persons specified in the
resolution, or if no persons are specified, in the presence of the President and
Secretary.
55)
Despite bylaw 40 e), the directors may by resolution appoint a custodian of the
seal, other than the Secretary, for purposes specified in the resolution.
Part 12 – Borrowing
56)
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 that
power, by the issue of debentures.
57)
A
debenture must not be issued without the authorization of a special resolution.
58)
The
members may, by special resolution, restrict the borrowing powers of the
directors, and a restriction so imposed expires at the next annual general
meeting.
Part 13 – Auditor
59)
At
each general annual meeting the society must appoint an auditor to hold office
until the auditor is re-elected or a successor is elected a the next annual
general meeting
60)
An
auditor may be removed by ordinary resolution.
61)
An
auditor must be promptly informed in writing of the his appointment or removal
62)
A
director or employee of the Society must not be its auditor
63)
The
auditor may attend general meetings.
Part 14 – Notice to
Members
64)
A
notice must be given not less than 14 days prior to the date
a)
on
which a general meeting is to be convened, or
b)
by
which a written response is due in the case of a resolution submitted in writing
to the members of the Society.
57)
A
notice may be given to a member, either personally, by mail or by electronic
means to the member at the member’s registered address.
58)
A
notice sent by mail is deemed to have been given on the second day following the
day on which the notice is posted, and in proving that notice has been given, it
is sufficient to prove the notice was properly addressed and put in a Canadian
post office receptacle.
59)
A
notice sent by electronic means is deemed to have been given on the first day
following the day on which the notice is sent, and in proving that notice has
been given, it is sufficient to prove the notice was properly addressed and
successfully sent.
60)
a)
Notice of a general meeting must be given to
i)
every member shown on the register of members on the day notice is given, and
ii)
the
auditor.
b)
No
other person is entitled to receive a notice of a general meeting.
Part 15 – Dissolution
of the Society
61)
Should the Society cease to operate, all funds and assets at the time of
dissolution will revert to the Government of British Columbia for disposition by
the Minister responsible for sports.
Part 16 – Bylaws
62)
On
being admitted to membership, each member is entitled to, and the Society must
provide without charge, a copy of the constitution and bylaws of the Society.