constitution and bylaws

CONSTITUTION

1 The name of our society is Victoria Poetry Project Society

2 The purpose of the society is to advance education in all forms of poetry through sponsoring readings, competitions, festivals and school and community outreach programs.

BYLAWS of the VICTORIA POETRY PROJECT SOCIETY

PART 1 — DEFINITIONS AND INTERPRETATION

Definitions

In these bylaws, unless the context otherwise requires:

“Act” means the Societies Act of British Columbia as amended from time to time;

“Board” means the directors of the society for the time being;

“Bylaws” means these Bylaws as altered from time to time being

“Registered Address” means the address of a member as recorded in the register of members.

Words importing the singular include the plural and vice versa, and words importing a particular gender identity includes any person.

Definitions in Act apply

The definitions in the Act apply to these Bylaws.

Conflict with Act or regulations

If there is a conflict between these By-laws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

PART 2 – MEMBERSHIP

Application for membership

2.1 A person may apply to the Board for membership in the Society, and the person becomes a member on the Board’s acceptance of the application.

2.2 A term of membership, if any, must be determined by the Board.

Categories of membership

2.3 Every member in good standing of the society is a voting member.

Duties of members

2.4 Every member must uphold the constitution and comply with these bylaws.

Amount of membership dues

2.5 The amount of the annual membership dues or the equivalent thereof, if any, must be determined by the Board.

Member not in good standing

2.6 A member is not in good standing when they have failed to pay their annual membership dues or the equivalent thereof, or any other debt due and owing by the member to the society, and the member is not in good standing so long as those dues remain unpaid.

2.7 A member who is not in good standing
(a) may not vote at a general meeting, and
(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

Termination of membership

2.8 A person’s membership is terminated when
(a) the member delivers their resignation in writing to the secretary of the society;
(b) the member dies;
(c) the member’s term of membership, if any, expires;
(d) the member is expelled in accordance with the bylaws; or
(e) the member has been not in good standing for 6 consecutive months.

Expulsion of a member

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

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

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

PART 3 – GENERAL MEETINGS OF MEMBERS

Time, place and nature of general meeting

3.1 General meetings of the society must be held at the time and place that the Board determines.

3.2 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.

3.3 Any general meeting may be held as a fully electronic meeting.

Calling a General Meeting

3.4 The Board, when they think fit, may convene an extraordinary general meeting.

3.5 Members may requisition the Board to call a general meeting in accordance with section 75 of the Act.

Notice of a general meeting

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

3.7 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.

Ordinary business at general meeting

3.8 At a general meeting, the following business is ordinary business:

(a) adoption of rules of order;

(b) consideration of any financial statements of the Society presented to the meeting;

(d) election or appointment of directors;

(e) appointment of an auditor, if any;

(f) business arising out of a report of the directors not requiring the passing of a special resolution.

Quorum

3.9 The quorum for the transaction of business at a general meeting is 3 members present or a greater number that the members may determine at a general meeting.

3.10 If within 30 minutes from the time appointed for a general meeting a quorum is not present, then the general meeting shall in the case of a meeting requisitioned by Members, be terminated, and in any other case, a quorum shall be deemed present only to conduct Ordinary Business as defined in section 3.8 of these Bylaws.

3.11 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.

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

Chair of general meeting

3.13 The following individual is entitled to preside as the chair of a general meeting:

(a) the individual, if any, appointed by the Board to preside as the chair;
(b) if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
(i) the president,
(ii) the vice-president, if the president is unable to preside as the chair, or
(iii) one of the other directors present at the meeting, if both the president

and vice-president are unable to preside as the chair.

3.14 If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.

Adjournment of general meetings

3.15 The chair of a general meeting may, or, if so directed by the voting members at the meeting, must adjourn the meeting from time to time and from place to place, but business must not be conducted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

3.16 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 10 days or more, notice of the continuation of the adjourned meeting must be given.

Order of business at a general meeting

3.17 The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;
(b) determine that there is a quorum;
(c) approve the agenda;

(d) approve the minutes from the last general meeting;

(e) deal with unfinished business from the last general meeting;

(f) if the meeting is an annual general meeting,

(i) receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,

(ii) receive any other reports of directors’ activities and decisions since the previous annual general meeting,

(iii) elect or appoint directors, and

(iv) appoint an auditor, if any;

(g) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(h) terminate the meeting.

Voting procedures

3.18 A resolution proposed at a meeting need not be seconded, and the chair of a meeting may move or propose a resolution.

3.19 At a general meeting, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members, except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by secret ballot.

(a) Voting by proxy is not permitted.

3.20 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

(a) 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 or she may be entitled as a member, and the proposed resolution does not pass.

3.21 A matter to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

PART 4 – DIRECTORS

Number of directors on Board

4.1 The Society must have no fewer than 3 and no more than 11 directors.

Election or appointment of directors

4.2 At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.

(a) Voting members entitled to vote at an annual general meeting do not elect or appoint directors to the offices described in part 5 of these by-laws, except if requested by 3 or more voting members.

4.3 Directors shall take office immediately after the general meeting at which they are elected, and shall serve until the conclusion of the next annual general meeting following their election.

4.4 An election may be by acclamation, otherwise it must be by ballot.

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

4.6 A director so appointed holds office only until the conclusion of the next annual general meeting of the society, but is eligible for re-election at the meeting.

4.7 The members may, by special resolution, remove a director, before the expiration of that director’s term of office, and may elect a successor to complete the term of office.

4.8 The board may, by 2/3rds resolution at a meeting of directors, elect from its number, directors to fill any of the vacant officers positions listed in section 5.1 of these by-laws.

PART 5 – BOARD POSITIONS

Officers

5.1 The following Board positions are those recognized as officers of the Society:

(a) President;

(b) Vice President;

(d) Treasurer.

Duties of Officers

5.2 The president is the chair of the Board and is responsible for supervising the other directors in the execution of their duties.

5.3 The vice president must carry out the duties of the president during the president’s absence, or if the president is unable to act.

5.4 The secretary is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notice of general meetings and directors’ meetings;

(b) taking minutes of general meetings and directors’ meetings;

(d) conducting the correspondence of the Board; and

(e) filing the annual report of the Society and making any other filings with the registrar under the Act.

5.5 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting.

5.6 The treasurer is responsible for doing, or making the necessary arrangements for, the following:

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

(b) rendering the Society’s financial statements to the directors, members and others when required.

5.7 The offices of secretary and treasurer may be held by one person who is to be known as the secretary-treasurer.

Directors-at-large

5.8 Directors who are elected or appointed to positions on the Board in addition to the positions described under by-law 5.1 are elected or appointed as directors-at-large.

PART 6 – DIRECTORS’ MEETINGS

Calling directors’ meetings

6.1 A directors’ meeting may be called by the president or by any 2 other directors.

6.2 At least 2 days’ notice of a directors’ meeting must be given unless all the directors agree to a shorter notice period, except:

(a) For a first meeting of directors held immediately following the appointment or election of a director or directors at an 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 elected or appointed director or directors for the meeting to be constituted, if a quorum of the directors is present.

6.3 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 the meeting.

6.4 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.

Conduct of directors’ meetings

6.5 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, except that

(a) questions arising at a meeting of the directors and committee of directors must be decided by a majority of votes; and
(b) in the case of a tie vote, the chair does not have a second or casting vote.

6.6 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.

PART 7 – REMUNERATION OF DIRECTORS AND SIGNING AUTHORITY

7.1 A director must not be remunerated for being or acting as a director, but the Society may, subject to the act, pay remuneration to a director for services provided by the director to the Society in another capacity.

(a) Reimbursement of expenses necessarily or reasonably incurred by the director while engaged in the affairs of the Society do not constitute remuneration.

7.2 A director who receives remuneration for services provided by the director to the Society in another capacity must not contribute to discussion about and must not vote upon any question before the Board which will or may place them in a position of conflict of interest, in accordance with the Society’s policies.

Signing authority

7.3 A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society;

(b) by the president, together with one other director or one other individual authorized by the Board to sign the record on behalf of the Society; or