SUSTAINABLE ENVIRONMENT

NETWORK SOCIETY (SENS)

 

 

 

SOCIETY ACT

 

(Revised, March, 2005)

 

 

 

 

INDEX:

 

 

A.  CONSTITUTION

 

B.   BY-LAWS

 

Part 1 – Interpretation

Part 2 - Membership

Part 3 – Meetings of Members        

Part 4 – Proceedings at General Meetings        

Part 5 – Directors and Officers          

Part 6 – Proceedings of Directors

Part 7 – Duties of officers           

Part 8 – Indemnity and Protection of Directors, Officers and employees

Part 9 – Seal  

Part 10 – Borrowing     

Part 11 – Auditors         

Part 12 - Notices to Members        

Part 13 - By-laws    

 

 

 

 

 

 

 

 

 

CONSTITUTION

 

1. The name of the Society is Sustainable Environment Network Society.

 

2.  The purposes of the Society are:

            a) To work towards a healthy sustainable environment for our community.

            b)  To protect diversity by

i) educating the public and all levels of government about the need to foster a sustainable environment

ii) constructively opposing destruction of habitats and utilization of products that harm biodiversity and the sustainability of the environment

iii) encouraging experimental work and research and legislation aimed at finding solutions to problems related tot he destruction of biodiversity and the sustainability of our community’s environment

iv) coordinating activities and sharing information with other local, provincial and national environmental organizations

v) soliciting and raising money and receiving gifts, bequests, donations and legacies to be used for the furtherance of the objects of the Society.

 

3.  Upon winding up or dissolution of the Society, the assets which remain after payment of all costs, charges, and expenses which are properly incurred in the winding up shall be distributed to such charitable organization or organizations in British Columbia having a similar charitable purpose. This provision shall be unalterable.

 

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BY-LAWS

 

Part 1 – Interpretation

 

1) In these By-laws, unless the context otherwise requires,

            a) “directors” means the directors of the Society for the time being;

b) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

c) “registered address of a member” means his address as recorded in the register of members.

d) Words importing the singular mean the plural and vice versa, and words importing a male person include a female person and a corporation.

 

2)  The operations of the Society are to be chiefly carried on within the boundaries of the  North Okanagan Regional District

 

3) The Rules of Construction contained in the Interpretation Act shall apply, mutatis mutandis, to the interpretation of these By-laws.

 

 

 

Part 2 - Membership

 

4) The members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become members, in accordance with these By-laws and, in either case, have not ceased to be members.

 

5) A person may apply to the directors for membership in the Society and on acceptance by the directors shall be a member.

 

6) Every member shall uphold the Constitution and comply with these By-laws.

 

7) The amount of the membership dues shall be determined by the members at the Annual General Meeting of the Society.

 

8) A person shall cease to be a member of the Society:

a) by delivering his resignation in writing to the secretary of the Society or by mailing or delivering it  to the address of the Society;

            b) on his death or in the case of a corporation on dissolution;

            c) on being expelled; or

            d) on being a member not in good standing for twelve (12) consecutive months.

 

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

    b)The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion

    c)The person who is subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

 

10) All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.

 

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Part 3 – Meetings of Members

 

11) General meetings of the Society shall be held at the time and place, in accordance with the Society Act, that the directors decide.

 

12) The Society shall give not less than thirty (30) days written notice of a general meeting of the Society to its members entitled to receive notice of a general meeting..

 

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) 1) Notice of a general meeting shall specify the place, day and hour of meeting, and , in case of special business, the general nature of that business.

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

 

16)  The first Annual General Meeting of the Society shall be held not more than fifteen (15) months after the date of incorporation and after that an Annual General Meeting shall be held at least once every calendar year and not more than fifteen (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 transacted at an Annual General Meeting, except:

            (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, if any;

            (v)            the election of directors;

            (vi)            the appointment of the auditor if required; and

                        (vii)      the other business that, under these By-laws, ought to be transacted at an Annual General Meeting, or business which is brought under consideration by the report of the director issued with the notice convening the meeting.

 

18) 1)  No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not 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 and the meeting shall be adjourned or terminated.

      3)  A quorum is five (5) members present or a greater number that the members may determine at a             general meeting.

 

19) If, within thirty (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 the next week month, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the members present constitute a quorum.

 

20) Subject to By – Law 21, the president of the Society, the vice – president or in the absence of both, one of the other directors present, shall preside as chairman of a general meeting.

 

21) If at a general meeting:

            a)  there is no president, vice – president or other director present within fifteen (15) minutes after the time appointed for holding the meeting; or

            b)  the president and all the other directors present are unwilling to act as chairman, the members present shall choose one of their members to be chairman.

 

22) 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)  When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given    as in the case of the original meeting with the exception that the period of notice required shall be the lesser of the period of notice pursuant to By-law 12 or three (3) days less than the number of clear days between the date of the original meeting and the date of the adjourned meeting.

23) 1)  No resolution proposed at a meeting need be seconded and the chairman, of a meeting may prove or propose a resolution.

      2)  In case of an equality of voters, the chairman shall 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 shall not pass.

 

 

24) 1)  A member in good standing present at a meeting of members is entitled to one vote.

      2)  Voting is by show of hands.

      3)  Voting by proxy is not permitted.

 

25)  A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society.

 

26) Unless the Society Act, the Constitution or these By-laws otherwise provide, any action to be taken by a resolution of the members may be taken by ordinary resolution.

 

Part 5 – Directors and Officers

 

27) 1)  The directors may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these By-laws or by statute to otherwise lawfully directed or required to be exercised or done by the Society in general meetings, but subject, nevertheless, to:

            a)  all laws affecting the Society;

            b)  these By-laws; and

c) rules, not being inconsistent with these By-laws , which are made from time to time by the Society in a general meeting.

     2)  No rule, made by the Society in a general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

 

28) 1) The president, vice-president, secretary, treasurer and one or more other persons shall be the directors of the Society.

      2) The number of directors shall be four (4) or a greater number determined from time to time at a general meeting.

      3) Directors shall serve a  (two) 2 year term.

 

29) The officers of the Society shall be appointed every 2 years by the directors.

 

30) 1)  Each director shall retire from office at the second Annual General Meeting after being elected and a successor shall then be elected.

      2)  A retiring director may stand for re-election.

      3)  An election may be by acclamation, otherwise it shall be by secret ballot.

 

31) 1)  The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.

      2)  A director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society, but is eligible for election at the meeting.

 

 

32) If a director resigns his  office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

 

33) 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.

 

34) 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 him while engaged in the affairs of the Society.

 

35) A director shall be required to be a member of the Society as a qualification for his office.

 

36) Where the Society fails to hold an Annual General Meeting in accordance with the Society Act and these By-laws, the directors then in office shall be deemed to have been elected or appointed as directors on the last day on which the Annual General Meeting could have been held pursuant to these By-laws and they may hold office until other directors are appointed or elected or until the day on which the next Annual General Meeting is held.

 

37) Any director may, by instrument in writing delivered to this Society, appoint any person to be his alternate to act in his place at meetings of the directors at which he is not present unless the directors shall have reasonably disapproved of the appointment of such person as an alternate director and shall have given notice to that effect to the director appointing the alternate director within a reasonable time after delivery of such instrument to the Society. Each such alternate shall be entitled to notice of meetings of the directors and to attend and vote as a director at a meeting at which the person appointing a separate vote on behalf of the director he is representing in addition to his own vote. A director may at any time by instrument, fax, email or other method of transmitting legibly recorded messages delivered to the Society, revoke the appointment of an alternate appointed by him. An alternate director is entitled to reimbursement for any expenses which a director would be entitled to reimbursement for.

 

Part 6 – Proceedings of Directors

 

38 1)  The directors may meet together at the places that they think fit to dispatch business, adjourn and otherwise regulate their meeting and proceedings, as they see fit.

     2) The directors 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 then in office.

     3) The president shall be chairman of all meetings of the directors, but if at a meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice-president shall act as chairman; but if neither is present, the directors present may choose one of their number to be chairman of that meeting.

 

39) 1) The directors may delegate any, but not all, of their powers to committees consisting of such members             as they think fit.  The chairman of such committee shall be a director.

      2) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it be the directors, and shall report every act of thing done in exercise of those powers to the    earliest meeting of the directors to be held next after it has been done.

 

40) If at a meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the meeting, committee members present shall choose one of their number to be chairman of the meeting.

 

41) The members of a committee may meet and adjourn as they think proper.

 

42) A director may, and the secretary upon the request of a director shall, call a meeting of the board at any time. Reasonable notice of such meeting specifying the place, date and hour of such meeting shall be given by mail, postage prepaid, addressed to each of the directors, and alternate directors at his address as it appears on the books of the Society or by leaving it at his usual business or residential address, or by telephone, fax, email or any method of transmitting legibly recorded messages. Accidental omission to give notice of any meeting to, or the non-receipt of notice of a meeting by, any director or alternate director shall not invalidate the proceedings at the meeting.

 

 

43) 1) The chairman has a vote.

      2) Questions arising at a meeting of the directors and committees shall be decided by a majority of votes.

      3) In the case of an equality of votes, the proposed resolution shall not pass.

 

44) No resolution proposed at a meeting of the directors or a committee need be seconded and the chairman of a meeting may move or propose a resolution.

 

45) A resolution consented to in writing, whether by document, fax, email or any method of transmitting legibly recorded messages or other means, by all of the directors shall be as valid and effectual as if they had been passed at a meeting of the directors called and duly held. Such 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 the minutes of the proceedings of the directors and shall be effective on the date stated or on the latest date stated on any counterpart.

 

46) A member may participate in the meeting of the board or of any committee by means of conference telephone or other communication facilities by means of which all members participating in a meeting can hear each other and provided all such members agree to such participation. A member participating in a meeting in accordance with the By-law shall be deemed to be present at the meeting and to have so agreed and shall be counted in the quorum therefore and be entitled to speak and vote there at.

 

Part 7 – Duties of officers

 

47) 1) The president shall preside at all meetings of the Society and of the directors.

      2) The president is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.

 

48) The vice-president shall carry out the duties of the president during his absence.

 

49) The secretary shall:

            a) conduct the correspondence of the Society;

            b) issue notices of meetings of the Society and directors;

            c) keep minutes of 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 treasurer;

            e) have custody of the common seal of the Society; and

            f) maintain the register of members.

 

50) The treasurer shall:

a) keep the financial records, including books of account, necessary to comply with the Society Act; and

            b) render financial statements to the directors, members and others when required.

 

51) 1) The offices of secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

      2) when a secretary-treasurer holds office the total number of directors shall not be less than four (4) or the greater number that may have been determined pursuant to by-law 28 (2).

 

52) In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

 

53) Any three (3) directors shall be appointed signing officers and any two of those signing officers may sign on behalf of the Society.

 

Part 8 – Indemnity and Protection of Directors, Officers and Employees

 

54) Subject to the provisions of the Society Act, the directors shall cause the Society to indemnify a director or former director of the Society and the heirs and personal representative of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is or they are made a part by reason of his being or having been a director of the Society, including any action brought by the Society. Each director of the Society, on being elected or appointed, shall be deemed to have contracted with the Society on the terms of the aforegoing indemnity.

 

55) Subject to the provisions of the Society Act, the directors may cause the Society to indemnify any officer, employee or agent of the Society and his agents and personal representatives against all cost, charges and expenses whatsoever incurred by him or them and resulting from his action as an officer, employee or agent of the Society. In addition, the Society shall indemnify the secretary of the Society (if he shall not be a full time employee of the Society and not withstanding that he is also a director) and his respective heirs and legal representatives against all costs charges and expenses whatsoever incurred to the secretary by the Society Act and these By-laws and each such secretary shall, on being appointed or elected, be deemed to have contracted with the Society on the terms of the aforegoing indemnity.

 

56) The failure of a director or officer of the Society to comply with the provisions of the Society Act or of the Constitution or these By-laws shall not invalidate any indemnity to which he is entitled under this part.

 

57) The directors may cause the Society to purchase and maintain insurance for the benefit of any person who is or was serving as a director, officer, employee or agent of the Society and his heirs or personal representatives against any liability incurred by him as such director, officer, employee or agent.

 

Part 9 – Seal

 

58) The directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.

 

59) The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the president and secretary or president and secretary-treasurer.

 

Part 10 – Borrowing

 

60) 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.

 

61) No debenture shall be issued without the sanction of a special resolution passed by the directors.

 

62) The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next Annual General Meeting.

 

Part 11 – Auditors

 

63) This part applies only where the Society is required or has resolved to have and auditor.

 

64) The first auditor shall be appointed by the directors who shall also fill all vacancies occurring in the office of auditor.

 

65) At each Annual General Meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next Annual General Meeting.

 

66) An auditor may be removed by ordinary resolution.

 

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

 

68) No member and no employee of the Society shall be an auditor of the Society.

 

69) The auditor may attend general meetings.

 

Part 12 - Notices to Members

 

70) A notice may be given to a member, either personally, by email, by fax, or by mail at  the member’s registered address.

 

71) A notice sent by mail, e-mail or fax shall be deemed to have been given on the second day following that on which the notice was 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 or , if sent by fax or e-mail, that it was not returned by the service provider.

 

72) Notice of a general meeting shall be given to:

            a) every member shown on the register of members on the date notice is given; and

            b) the auditor, if Part 11 applies.

 

Part 13 - By-laws

 

73) On being admitted to membership, each member is entitled to a copy of the Constitution and By-laws of the Society.

 

74) These By-laws shall not be altered or added to except by special resolution.