Constitution and Bylaws

1. The name of the society is British Columbia Association of Kinesiologists.
2. The purposes of the society are to:

• a) Promote and advance the interests of its Members and the kinesiologists of British Columbia,
• b) Provide programs and services to its Members and the kinesiologists of British Columbia,
• c) Represent its Members and the kinesiologists of British Columbia to the public, governments, news media, other health care professions, the health care industry, and others,
• d) Adopt and promote a code of ethics for Members and other kinesiologists, and
• e) Undertake activities ancillary and incidental to the attainment of the above purposes.

This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.

1.1 In the constitution and the bylaws:

a) “Act” means the Societies Act, and “Regulations” means any regulations enacted pursuant to the Act,

b) “AGM” means an Annual General Meeting,

c) “Board” or “Board of Directors” means the Directors of the Society for the time being, acting as a body,

d) "Board Resolution" means:

i) 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

ii) a resolution that has been submitted to all Directors and consented to in writing by 75% of the Directors who would have been entitled to vote on the resolution in person at a meeting of the Board,
and such a resolution may be in two or more counter-parts,

e) “Director” means a Director of the Society,

f) "electronic meeting" means a fully or partially electronic General Meeting, in accordance with sections 1, 76, and 83 of the Act,

g) “general meeting” includes an AGM and a Special General Meeting,

h) “mailing address” means a Member’s address as recorded in the register of Members,

i) “Member” means a Member of the Society,

j) "Special Resolution" means:

i) a resolution passed at a general meeting by at least 2/3 of the votes cast by the Voting Members, or

ii) A resolution consented to in writing by all the Voting Members, and such a resolution may be in two or more counter-parts,

k) “Society” or “Association” means British Columbia Association of Kinesiologists,

l) “constitution” and “bylaws” have the meaning given to them in the Act,

m) “written” means any mode of representing or reproducing words in written form, including printing, lithography, fax, typewriting, photography, e-mail, and other electronic means, and

n) the singular includes the plural and vice versa.

1.2

1) The definitions in the Act apply to the bylaws.

2) if there is a conflict between the bylaws and the Act or the Regulations, the Act or the Regulations, as the case may be, prevail.

1.3 The Society must on request provide a Member a copy of the current constitution and bylaws, without charge.

1.4 The constitution and bylaws can only be altered by special resolution.

1.5 The Society must not distribute any of its money or other property except as permitted by the Act.

1.6 The activities and purposes of the Society must be carried on without purpose of gain for its Members, and any income, profits or other accretions must be used to promote the purposes of the Society.

1.7 A Director must not be remunerated for acting as a Director but may be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

1.8 In the event of the winding-up or dissolution of the Society, all the assets of the Society remaining after the payment or satisfaction of its liabilities, including the remuneration (if any) of a liquidator, payment to employees of the Society of any arrears of salaries or wages, and payment of any debts of the Society, must be given to:

a) a Canadian association or associations with purposes similar to those of the Society, chosen by Ordinary Resolution, or

b) a Canadian registered charity or charities chosen by Ordinary Resolution.

2.1 The Members of the Society are the applicants for incorporation and those persons who subsequently become Members in accordance with these bylaws and who, in either case, have not ceased to be Members.

2.2

1) There are three categories of Members: Practicing, Non-Practicing, and Academic.

2) A Member, and an applicant for membership, must:

a) be of good moral character, and

b) demonstrate proficiency in the English language.

The Board may in its sole discretion permit a person who is not proficient in the English language to become and continue as a Member where it would be just and equitable for the Society to do so.

3) A Practicing Member is a person who:

a) has received a four-year degree in kinesiology from a post-secondary educational institution in Canada where the degree and institution meet the standard set by the Board, or

b) has educational qualifications from a post-secondary educational institution in another country that are deemed by the Board to be substantively equivalent to the requirements of bylaw 2.2 (3) (a), or

c) has educational qualifications that are in part equivalent to a four-year degree in kinesiology and successfully completes an examination, or has work experience, acceptable to the Society,

and

d) is employed or practices in British Columbia as a kinesiologist, or who wishes to become so employed or practicing, and

e) meets the work experience and continuing professional development requirements set by the Board.

4) A Non-Practicing Member is a person who is not employed or engaged in the practice of kinesiology in British Columbia and who was formerly a Practicing Member, or a person who meets the requirements of bylaw 2.2 (3) (a), (b), or (c) but does not wish to become a Practicing Member.

5) An Academic Member is a person who:

a) is enrolled in a course of studies leading to a bachelor’s, master’s, or doctoral degree in kinesiology from a post-secondary educational institution in Canada that is recognized by the Board, or

b) is or was employed as a professor, instructor, or member of the faculty of a post-secondary educational institution in Canada that is recognized by the Board, in a faculty or department which offers courses in kinesiology, human kinetics, and related subjects.

6) All Members are entitled to notice of, to attend, and to speak at general meetings. Only Practicing and Non-Practicing Members have the rights to vote, to stand for election as and be Directors, and to chair committees.

2.3 An application for membership must:

a) be in writing and in a form approved by the Board,

b) include the full name, mailing address, e-mail address, and telephone number of the applicant,

c) indicate the category to which the applicant wishes to belong,

d) in the case of an applicant to become a Practicing or a Non-Practicing Member, include a Criminal Record Check pursuant to the Criminal Record Review Act, for working with children and vulnerable adults,

e) where required, provide work experience and continuing professional development information,

f) include such other information as the Board may require, and

g) in the case of an applicant to become a Practicing or Non-Practicing Member, include the application fee, and if the application is approved, the applicant must pay the annual membership dues and any other applicable fees within 30 days after being approved.

2.4

1) A person applying to the Board for membership becomes a Member on:

a) complying with bylaws 2.2 and 2.3,

b) acceptance by the Board, and

c) payment of any required application fee, annual membership dues, and any other applicable fees.

2) The Board may in its sole discretion approve, postpone, or refuse an application for membership.

3) The Board must by resolution set the amounts of:

a) membership application fees,

b) annual membership dues,

c) late renewal fees pursuant to bylaw 2.6 (2)(a),

d) any reduction in annual membership dues where payment of same is received prior to the date set for their payment, but the Society is not obliged to grant any reduction,

e) penalties for late payment of any fee or dues, and

f) reinstatement fees pursuant to bylaw 2.6 (2)(b), which fees may vary depending on the length of time since a Member ceased being a Member.

4) The Board may:

a) pro-rate annual membership dues for new Members and for members who become re-instated pursuant to bylaw 2.6 (2),

b) reduce or waive the annual membership dues of a Member or a category of Members where it is just and equitable to do so, or

c) reduce or waive the continuing education requirement pursuant to bylaw 2.2 (3)(e) where it is just and equitable to do so,

but if it does, must inform all Members of the Society’s policy with regard to use of those powers. The Board cannot reduce or waive membership application fees, late renewal fees, or reinstatement fees.

5) Except where determined by the Act or the bylaws, the privileges, and responsibilities of Members of each category must be determined by Board Resolution.

6) The Board may require that a Member become and continue as a member in good standing of the Canadian Kinesiology Alliance/Alliance Canadienne de Kinésiologie.

7) The Board may require that a Practicing Member provide proof of adequate commercial general liability and professional liability insurance in the Member’s name or if applicable in the name of the Member’s employer, or purchase such insurance, as a condition of such a Member joining or renewing. The insurance must show the Member as an insured, named insured, or additional named insured.

8) A person who ceased being a Member three or more years previously is not eligible to be reinstated and must apply for membership pursuant to bylaws 2.3 and 2.4.

2.5

1) A membership is not transferable.

2) A membership is from January 1st – December 31st each year, and must be renewed annually, on or before a date set by the Board.

3) The Society must send a membership renewal notice to all Members not later than November 30th each year.

4) A Member who is renewing must comply with bylaws 2.3 and 2.4 and in the case of a Practicing or a Non-Practicing Member must provide a Criminal Record Review Check pursuant to the Criminal Records Review Act when required to do so by the Board.

5) Except where determined by the Act or the bylaws, the privileges and responsibilities of Members of each category must be determined by Board Resolution.

2.6

1) A Member becomes a Member not in good standing on:

a) failing to pay a debt due and owing to the Society, or

b) failing to renew the membership on or before December 31st, or

c) being suspended by the Board pursuant to bylaw 2.10, in which case the Member remains not in good standing for the period of the suspension.

2) A Member who is not in good standing pursuant to bylaw 2.6 (1)(b) may resume being in good standing upon payment of the membership dues that are owing and:

a) where the Member has been not in good standing for 31 or fewer days, a late renewal fee, or

b) where the Member has ceased to be a Member pursuant to bylaw 2.7 (c), a reinstatement fee.

2.7 A Member ceases to be a Member on:

a) delivering a written resignation to the Society,

b) death,

c) having been a Member not in good standing pursuant to bylaw 2.6 (1)(a) or (b) for 31 or more days,

d) ceasing to comply with the requirements of bylaws 2.2, 2.3, and 2.4, or

e) being expelled.

2.8 Every Member and Director must uphold the constitution, and must comply with:

a) the Act,

b) the bylaws,

c) any rules, regulations and policies made by the Society,

d) the Society’s code of ethics, and

e) any rules of order governing the conduct of general meetings and of meetings of the Board.

2.9

1) A Member may be expelled by special resolution.

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

3) A Member who is the subject of a proposed special resolution for expulsion must be given an opportunity to be heard at the general meeting before the resolution is put to a vote.

2.10

1) A Member may be suspended or expelled by Board Resolution, provided that:

a) not fewer than 2/3 of the Directors then in office are in favour of the resolution,

b) the suspension is for a substantive failure to comply with the constitution, the bylaws, the code of ethics, professional practice standards, or for conduct prejudicial to the Society, notice of which has been given to the Member,

c) notice of the resolution is accompanied by a brief statement of the reason or reasons for the proposed suspension or expulsion, and

d) the Member is given reasonable notice of the resolution, and an opportunity to be heard at the meeting before the resolution is voted on.

2) If a Member is suspended pursuant to this bylaw, the Board may set reasonable terms and conditions that apply to the suspension, including its length.

3) The Society may publish the name, business address, and length of suspension of a Member who is suspended or expelled pursuant to the bylaws.

3.1

1) General meetings must be held at the time and place, in accordance with the Act and the bylaws, that the Board determines.

2) An AGM must be held at least once in every calendar year.

3) Every general meeting, other than an AGM, is a special general meeting.

3.2

1) The Board may when it thinks fit convene a special general meeting.

2) The Members may requisition a general meeting pursuant to section 75 of the Act, and may submit a proposal for consideration by the Society at a general meeting pursuant to section 81 of the Act.

4.1

1) Notice of a general meeting must:

a) specify the place, day, and hour of meeting,

b) include the text of any special resolution to be proposed at the meeting,

c) state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a Member receiving the notice to form a reasoned judgment concerning that business, and

d) be sent to all Members not fewer than 14 days but not greater than 60 days before the meeting.

2) The accidental omission to send notice of a general meeting to a Member, or the non-receipt of notice by a Member, does not invalidate any proceedings at that meeting.

4.2

1) Notice of a general meeting must be given to:

a) every Member shown on the register of Members on the day notice is given, and

b) the auditor, if any.

2) No other person is entitled to receive a notice of general meeting.

4.3 A notice may be given to a Member either personally, by mail, by e-mail or by other electronic means to the Member at the Member’s mailing address or e-mail address, as shown in the register of members.

4.4

1) A notice sent by mail from the Society’s office is deemed to have been received two days after being mailed.

2) A notice sent by e-mail or other electronic means is deemed to have been received 24 hours after being sent.

4.5 A Member must promptly and in writing notify the Society of any change in the Member’s name, mailing address, e-mail address, or telephone number.

5.1

1) The business at an AGM is:

a) to elect a chair, if required,

b) to determine that there is quorum,

c) to adopt rules of order,

d) to approve the agenda,

e) to consider the minutes of the last AGM and any intervening general meetings,

f) to consider the report of the Board on its activities and decisions since the last AGM,

g) to receive the financial statements for the previous financial year, and the auditor’s report (if any) on them,

h) to appoint an auditor, if any,

i) to announce the result of the election of Directors,

j) business arising out the financial statements, the auditor’s report, the report of the Board, and any matter about which notice has been given in the notice of the meeting,

k) special resolutions, if any, of which notice has been given as required by the Act and the bylaws, and which have not already been voted on pursuant to bylaw 5.8,

l) any Members’ proposals pursuant to section 81 of the Act, and

m) adjourn.

2) The financial statements presented to an AGM must comply with the Act.

3) The business at a special general meeting is limited to:

a) adopting rules of order,

b) that set out in a requisition pursuant to bylaw 3.2, if applicable, and

c) that determined by the Board pursuant to bylaw 3.2.

5.2

1) Quorum at a general meeting is 5% of all Practicing and Non-Practicing Members, but not fewer than three such Members, present at all times.

2) Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting unless a quorum is present.

3) If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4) A person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

5) If the Association holds a general meeting that is not an electronic meeting, the Association is not obligated to take any action or provide any facility to permit or facilitate the use of any communications medium at the meeting.

6) If the Association holds a general meeting that is an electronic meeting, the Association must permit and facilitate participation in the meeting by telephone or other communications medium.

5.3 If within 30 minutes from the time set for holding a general meeting a quorum of Voting Members is not present:

a) in the case of a meeting convened on a requisition of Members, the meeting is terminated, and

b) in any other case, the meeting stands adjourned to a time and place determined by the Board but not more than 14 days later, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time set for meeting, the Voting Members who are present constitute a quorum for that meeting.

5.4

1) A general meeting can only be adjourned by ordinary resolution.

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

3) When a general meeting is adjourned for fourteen days or more, notice of the adjourned meeting must be given as for the original meeting.

4) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

5.5

1) The President must chair each general meeting.

2) If the President is not present within 15 minutes after the time set for a meeting, or is unable or unwilling to act as chair, the Vice-President must be chair.

3) If neither the President nor the Vice-President is present within 15 minutes after the time set for a meeting, or neither of them is able or willing to act as chair, the Members present may elect an individual who is present to be chair.

5.6

1) In the case of an equality of votes at a general meeting, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a Member, and the resolution fails.

2) A resolution proposed at a general meeting must be seconded, and the chair may move or propose a resolution.

5.7

1) A Practicing or Non-Practicing Member who is in good standing is a Voting Member and has the right to vote at a general meeting.

2) A question, resolution, or motion arising at a general meeting must be decided by ordinary resolution, unless it must pursuant to the Act or bylaws be decided by special resolution, or is another resolution having a higher voting threshold than that of an ordinary resolution.

3) Voting must be by show of hands or pursuant to bylaw 5.8, except when a secret ballot is required by:

a) the bylaws or Act,

b) ruling of the chair, or

c) ordinary resolution, voting on which must be by show of hands.

4) The chair of a meeting must announce the outcome of each vote, which must be recorded in the minutes of the meeting.

5) All Members have the right to notice of and to attend general meetings.

5.8

1) Voting in an election of Directors, an ordinary resolution or a special resolution may be conducted by mail, email, online voting system, or other electronic means.

2) A vote by mail, email, online voting system, or other electronic means must be conducted as follows:

a) All Voting Members in good standing must be sent the resolution or list of nominees, together with such information about the nominees or the intent and effect of the resolution as the Board deems reasonable,

b) Clear instructions for voting must be sent with the list of nominees or resolution, including the time and date by which a vote must be cast, and information on how to do so, and

c) The process for voting and for tabulation of the votes is confidential, verifiable, reliable, and consistent with democratic norms.

5.9

Subject to the Act and these bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order must be used.

6.1 Subject to the Act, the Regulations, the constitution and the bylaws, the Board must manage, or supervise the management of, the activities and internal affairs of the Society.

6.2

1) A Director must, when exercising the powers and performing the functions of a Director:

a) act honestly and in good faith with a view to the best interests of the Society,

b) exercise the care, diligence, and skill that a reasonably prudent individual would exercise in comparable circumstances,

c) act in accordance with the Act and Regulations, and

d) subject to paragraphs (a) to (c), act in accordance with the bylaws.

2) Without limiting subsection (1), a Director, when exercising the powers and performing the functions of a Director, must act with a view to the purposes of the Society.

3) This section is in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of Directors of a society.

4) Nothing in a contract or the bylaws relieves a Director from

a) the duty to act in accordance with this Act and the Regulations, or

b) liability that, by any enactment or rule of law or equity, would otherwise attach to the Director in respect of negligence, default, breach of duty or breach of trust of which the Director may be guilty in relation to the Society.

6.3

1) The number of the Directors for the year beginning at the AGM must be determined by Board Resolution not fewer than 60 days before the AGM.

2) A Director has a normal term of office of two years.

3) One half of the Directors, or so near to one half as is reasonably practicable, must be elected at each AGM, so that at the adjournment of the AGM:

a) one half of the Directors, or so near to one half as is reasonably practicable, must have remaining terms of two years, and

b) one half of the Directors, or so near to one half as is reasonably practicable, must have remaining terms of one year.

A Director may be elected to a term of office of one year so as to comply with this bylaw.

4) A Director takes office at the adjournment of the AGM at which the Director is elected, or when appointed.

5) A Director, and a nominee for election as a Director, must:

a) be a Voting Member who is in good standing,

b) be qualified to be a Director pursuant to section 44 of the Act,

c) be 18 years of age or older, and

d) have been a Member for not fewer than 30 days.

6) A Director must not be a Director for more than six consecutive years. A Director who has been a Director for six consecutive years ceases to be a Director and must not be elected or appointed or hold office as a Director for one year after that date. A Director who has been a Director for five consecutive years and is elected to an additional two-year term ceases to be a Director after one year.

6.4

1) Not fewer than 60 days before the AGM, the Board must:

a) set the dates on which nominations must be received or made, ballots will be sent to Members, ballots must be received, and ballots will be counted,

b) appoint a Nominations and Elections Committee made up of not fewer than three Voting Members, none of whom is a nominee, and

c) inform Members by such means as the Board deems effective as to the procedures and dates for nominations and elections.

2) The Nominations and Elections Committee must so far as is reasonably practicable nominate, and solicit the nomination of, sufficient nominees to fill the vacancies.

3) A nominee for election as a Director must:

a) be nominated in writing by two Voting Members, the Nominations and Elections Committee, or the Board,

b) consent in writing to the nomination, and

c) present the nomination to the Society not fewer than 30 days before the AGM.

4) Nominations at the AGM are prohibited, unless there are fewer nominees for election than number of positions to be filled, in which case:

a) those nominees who were nominated prior to the AGM must be declared to be elected, and

b) an election for the remaining positions may be held.

6.5

1) If, at the date set for the close of nominations, there are more nominees for election than there are positions to be filled, an election must be conducted by mail ballot, which may include email or other electronic means.

2) If an election is required, the Nominations and Election Committee must send an election package to each Member with notice of the AGM.

3) An election package must contain:

a) the names of the nominees,

b) an autobiographical and informational statement from each nominee, of reasonable length,

c) any other information which the Board deems useful or necessary, and

d) clear instructions for voting, including the date by which votes must be cast.

4) In an election, a Voting Member has a number of votes equal to the number of positions to be filled, must not cast more than one vote for a nominee, and need not use all the votes the Member is allowed.

5) The Nominations and Election Committee must, before the AGM:

a) count or supervise the counting of the ballots,

b) undertake such verification processes as are necessary, and

c) report the results of the election to the Board.

6) The Nominations and Election Committee must certify to the Board:

a) that the bylaws have been complied with,

b) the number of ballots cast,

c) the number of spoiled or illegible ballots, and

d) the names of the nominees, the number of votes received by each, and the names of those who are elected.

7) Those nominees with the greater number of votes are elected, and where there are different terms, those nominees with the greater number of votes are elected to the longer terms. Any tie must be determined by random means chosen by the Nominations and Elections Committee.

8) The Board must notify all Members of the result of an election at the AGM.

9) An election of Directors may at the discretion of the Board be conducted by electronic voting, provided that the process for doing so is confidential, verifiable, reliable, and consistent with democratic norms.

6.6 A Director ceases to be a Director on:

a) the end of the Director’s term of office, unless the Director is re-elected,

b) resigning in writing,

c) being removed from office pursuant to bylaw 6.7,

d) ceasing to be a Voting Member in good standing,

e) death,

f) becoming unable to perform the duties of a Director due to physical or mental disability, or

g) failing to attend three consecutive meetings of the Board without the consent of the Board, which consent must not unreasonably be withheld.

6.7 No act or proceeding of the Board is invalid only by reason that there are fewer Directors in office than the number required by bylaw 6.3.

6.8 A Director may be removed from office before the expiration of the Director’s term of office by:

a) special resolution, or

b) a resolution of which not fewer than 75% of the Directors then in office are in favour.

6.9

1) The Board may appoint a Practicing Member or a Non-Practicing Member in good standing as a Director to fill a vacancy that arises as a result of the removal, resignation, death, or incapacity of a Director during the Director’s term of office.

2) A Director so appointed holds office only until the adjournment of the next AGM, at which time an election must be held to fill the remainder of the term (if any). The appointed Director is eligible to be elected.

6.10 A Director:

a) must be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society, and

b) may be paid an honorarium, stipend, or other remuneration for being and acting as a Director, subject to it being approved in advance by ordinary resolution.

6.11 A Director and a senior manager must comply with the provisions of the Act with regard to disclosure and to conflicts of interest.

7.1

1) The Board may meet together at the places it thinks fit to dispatch business, adjourn, and otherwise regulate its meetings and proceedings, as it sees fit.

2) Quorum at a meeting of the Board is a simple majority of the Directors then in office but must not be fewer than three.

3) A meeting of the Board may be called by:

a) the President, or

b) any three Directors, or

c) Board Resolution.

4) Notice of a meeting of the Board is sufficient if properly addressed to every Director and sent by Canada Post or e-mail. Except where notice is waived by all Directors, notice of a meeting of the Board must be given not less than 48 hours before the meeting.

5) The accidental omission to give notice of a Directors’ meeting to a Director, or the non-receipt of a notice by a Director, does not invalidate proceedings at that meeting.

7.2 When a meeting of the Board is held immediately following the election or appointment of a Director or Directors, it is not necessary to give notice of the meeting to the new Directors for the meeting to be constituted if a quorum is present.

7.3 A Director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn:

a) no notice of meetings of the Board need be sent to that Director, and

b) all meetings of the Board, notice of which have not been given to that Director are, if a quorum is present, deemed to be valid and effective.

7.4

1) Except where otherwise required, a question arising at a meeting of the Board or a committee must be decided by a majority of votes.

2) A resolution proposed at a meeting of the Board or a committee need not be seconded, and the chair of such a meeting may move or propose a resolution.

3) In the case of an equality of votes at a meeting of the Board or a committee, the chair does not have a casting or second vote in addition to the vote to which the chair is entitled to as a Member, and the motion or resolution is defeated.

7.5

1) The Board may as it thinks fit delegate any, but not all, of its powers to a committee, and appoint the members and chair of the committee.

2) The Board must by resolution determine the names, chair, members, authority and responsibilities of a committee.

3) A committee must conform to any rules imposed on it by the Board and must report every act or thing done in exercise of its powers to the next following meeting of the Board.

7.6 Subject to the Act and the bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.

8.1

1) The Board must at its first meeting following the AGM elect from amongst the Directors a President, a Vice-President, a Secretary, and a Treasurer, who are the elected officers and who have a normal term of office ending at the adjournment of the next following AGM.

2) The Board may:

a) dismiss an elected officer at any time, and elect another Director to take that person’s place, and

b) elect a Director to take the place of an elected officer who has ceased to hold office for any reason.

3) An elected officer ceases to be an elected officer on:

a) ceasing to be a Director,

b) resigning in writing, or

c) Board Resolution.

4) The offices of Secretary and Treasurer may be held by a single Director, titled the Secretary-Treasurer.

8.2

1) The Board may appoint an Executive Director and set the remuneration and terms and conditions of employment of that person.

2) The Executive Director

a) is an appointed officer,

b) may also be titled the chief executive officer or general manager, and

c) is entitled to notice of, to attend, and to speak at, but not to vote at, meetings of the Board.

8.3 The President:

a) must supervise the other officers in the execution of their duties,

b) must chair all meetings of the Board and all general meetings, and

c) has the powers and duties generally pertaining to the office of President, subject to Board Resolution.

8.4 In the absence or inability of the President, the Vice-President must perform the duties of the President.

8.5 The Secretary is responsible for doing, or making the necessary arrangements for:

a) issuing notices and taking minutes of general meetings and Board meetings,

b) keeping the records and documents of the Society in accordance with the Act, including the register of Members,

c) conducting the correspondence of the Society, and

d) filing the annual report and making any other filings with the Registrar pursuant to the Act.

8.6 In the absence of the Secretary from a meeting, the Board must appoint another individual to act as Secretary.

8.7 The Treasurer is responsible for doing, or making the necessary arrangements for:

a) receiving and banking all monies received by the Society,

b) keeping accounting records in respect of the Society’s financial transactions,

c) preparing the Society’s financial statements, and

d) making the Society’s filings with respect to taxes.

9.1 The Society may by Board Resolution borrow money, and issue bonds, debentures, notes, or other evidence of debt obligations.

9.2 The Board must only invest the funds of the Society in investments in which a prudent investor might invest.

9.3

1) A Member may without charge inspect a record that the Society is required to keep pursuant to section 20 of the Act.

2) The Board may by resolution restrict the Members’ rights to inspect the register of Members, pursuant to section 25 of the Act.

3) A Director may without charge inspect a record of the Society that the Society is required to keep pursuant to section 20 of the Act.

4) A person other than a Member or Director cannot inspect the records of the Society, except as required or permitted by Board Resolution, the bylaws, the Act, or another statute.

9.4 The Board must determine, by resolution, the:

a) financial year of the Society, and

b) signing officers of the Society, and their authority.

9.5

1) The Society must establish and maintain a regulatory reserve fund in an initial amount of not less than $200,000.00, in a separate account from any other funds and monies of the Society.

2) The Board may in its sole discretion add to the amount of the regulatory reserve fund.

3) The Society must invest the money in the regulatory reserve fund as determined by the Board, subject to the Board exercising the judgment and care, under the circumstances then prevailing, which persons of prudence, character, and intelligence exercise in the management of their own affairs.

4) The Society can only withdraw money from and reduce the amount of the regulatory reserve fund if the withdrawal is approved by:

a) a resolution of which all the Directors then in office are in favour, or

b) a special resolution.

5) Any interest or other income produced by the regulatory reserve fund may at the discretion of the Board be deposited to the general account of the Society.

9.6

1) The Society must establish and maintain a contingency fund in an initial amount of not less than $60,000.00.

2) The Board may in its sole discretion add to the amount of the contingency fund.

3) The Society must invest the money in the contingency fund as determined by the Board, subject to the Board exercising the judgment and care, under the circumstances then prevailing, which persons of prudence, character and intelligence exercise in the management of their own affairs.

4) The Society may withdraw money from and reduce the amount of the contingency fund if the withdrawal is approved by:

a) ordinary resolution, and a resolution of which a simple majority of the Directors then in office are in favour, or

b) a resolution of which all the Directors then in office are in favour, or

c) a special resolution.

5) Any interest or other income produced by the contingency fund may at the discretion of the Board be deposited to the general account of the Society.

10.1 This Part applies only where the Society is required or has resolved to have an auditor.

10.2 At each AGM the Society may appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM, and determine the terms of engagement of the auditor, including whether the auditor will perform an audit, a review engagement, or another form of review.

10.3 An auditor may be removed by ordinary resolution.

10.4 An auditor must be promptly informed in writing of appointment or removal.

10.5 The auditor may attend general meetings.

10.6 The Board must fill all vacancies arising in the office of auditor between AGMs.