MIIWSS Constitution



Part 1 - Interpretation

1. 1) In these bylaws, unless the content otherwise requires:

"directors" means the Directors of the Society;

"Societies Act" means the Society Act of British Columbia from time to time in force and all amendments to it;

"registered address" of a member means the member's address as recorded in the register of members;

" society" means the Mayne Island Integrated Water Systems Society

2) The definitions in the Society Act on the date these bylaws become effective apply to these bylaws, excluding the definition for "member".

2. Words importing the singular include the plural and vice versa, and words importing a male person include a female person, a corporation, or society.

Part 2 - Membership

3. Membership in the Society is open to all water purveyors within the definition of the Vancouver Island Health Authority, Associations, Societies, businesses serving water users, and the general public, regardless of location, with payment of the annual dues as set at the Annual General Meeting.

4. Membership for water purveyors, as described in Part 2:3, businesses, and Associations, shall be set at the Annual General Meeting, if the dues differ from the dues of a single person membership. The membership for purveyors, businesses, Associations and Societies shall entitle them to two (2) representatives at a membership meeting, with one vote per entity membership.

5. Every member must uphold the Constitution and comply with these bylaws.

6. The amount of annual membership dues must be determined at the Annual General Meeting of the Society.
(a) The fiscal year for membership shall be the same as the fiscal year, January to December 31.
7. A person, purveyor, business, Association or Society ceases to be a member of the Society:

(a) by delivering its resignation in writing to the Secretary of the Society, or by mailing or delivering it to the Address of the Society
(b) on its dissolution
(c) on being expelled, or
(d) on having been a member not in good standing for 12 consecutive months.

8. (1) A member may be expelled by a special resolution of the members passed at a general meeting.
(2) The notice of a special resolution for expulsion must be accompanied by a brief statement of the reasons for the expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given the opportunity to be heard at the general meeting before the special resolution is put to a vote.

9. 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 the member to the Society, and the member is not in good standing so long as it remains unpaid.

Part 3 - Meetings of Members

10. The Annual General Meeting of the Society must be held at the time and place, and in accordance with the Society Act, that the Directors decide.

11. Every general meeting, other than an Annual General Meeting, is an extraordinary general meeting.

12. (1) The Directors may, when they think fit, convene an extraordinary general meeting.
(2) The Secretary, at the written request of 10% of the members, must convene an extraordinary general meeting within two weeks of the receipt of the request.

13. (1) Notice of a general meeting must specify the place, day and hour of the meeting and, in the 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, any of the meetings entitled to receive notice does not invalidate proceedings at that meetings.

14. An annual general meeting must be held at least once in every calendar year and not more than 6 months after the end of the Society's fiscal period of January 1.

Part 4 - Proceedings at General Meetings

15. (1) Business, other than the election of a Chair and the adjournment or termination of a meeting, must not 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 is progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum is 10% of the membership of the Society, but not less than 3 members.

16. (1) If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of the members, must be terminated, but in any other case, the meeting is considered to stand adjourned to the same day, time and place in the next week.
(2) Should it be necessary to use another location, members must be notified.
(3) If, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting should be considered to be terminated.

17. Subject to bylaw 18, the President of the Society, the Vice President or, in the absence of both, one of the other Directors present, must preside as Chair of a general meeting.

18. If at a general meeting:
(a) there is no President, Vice President or other Directors present within 15 minutes after the time appointed for holding the meeting, or
(b) the President and all other Directors are unwilling to act as Chair, the members present must choose one of their number to be chair.

19. (1) A general meeting may be adjourned 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.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned general meeting.

20. (1) A member in good standing is entitled to 1 (one) vote taking note of the exception in Part 2.4
(2) Voting is by a show of hands
(3) Voting by proxy is not permitted
(4) More than voting representatives of a member organization may attend a general meeting of the Society with voice but no vote

21. (1) Except for special resolutions and where stated otherwise in the Society Act or these bylaws, decisions shall be made by a simple majority of members present
(2) A special resolution shall be decided by75% of members present

Part 5 - Directors and Officers

22. (1) 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 to required to be exercised or done by the Society in a general meeting, but subject, nevertheless, to
(a)all laws affecting the Society
(b) these bylaws, and
(c)rules and/or motions, not being in consistent with these bylaws, that are made from time to time by the Society in a general meeting.
(2) A rule and/or motion, 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 and/or motion had not been made

23. There shall be five (5) directors including: the President, Vice President, Secretary, Treasurer, and one or more Director(s) at large.

24. (1) The Directors shall be elected at the Annual General Meeting and shall hold office for three (3) years. The term of office on one third (1/3) of the Board members shall be completed each year at the Annual General Meeting.
(2) Separate elections must be held for each office to be filled
(3) An election may be by acclamation, otherwise it must be by secret ballot
(4) If an office is not filled, the board shall appoint from among themselves an acting officer, which appointment is to be valid until the following annual, general or special meeting of the Society.

25. (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining Directors may appoint a member to take the place of the former Director.
(2) An act of proceeding of the Directors is not invalid merely because there are less than the prescribed number of Directors in office.

26. The members may, by special resolution, remove a Director before the expiration of his or her term of office, and may elect a successor to complete the term of office.

27. 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 engaged in the affairs of the Society.

Parts 6 - Proceedings of Directors

28. (1) 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.
(2) 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.
(3) The President is the Chair of all meetings of the Directors, but if at a meeting the President has not notified the Secretary that he will be unable to attend and is not present within 15 minutes after the time appointed for holding the meeting, the Vice President must act as chair, but if neither is present the Directors present may choose one of their number to be the Chair at that meeting.
(4) A Director may at any time, and the Secretary, on the request of a Director, must convene a meeting of Directors.

29. (1) The Directors, as they think fit, may delegate any, but not all, of their powers a committee to be chair by a Director.
(2) Other members may be appointed to such committees
(3) 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

30. Questions and/or motions arising at a meeting of the Directors or a committee must be decided by a majority of votes.

31. 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 - Duties of Officers

32. (1) The President presides at all meetings of the Society and of the Directors.
(2) The President is the chief executive officer of the Society and must supervise the other officers in the execution of the duties.

33. The Vice President must carry out the duties of the President during the Presidents absence.

34. The Secretary must do the following:
(a) conduct the correspondence of the Society
(b) issue notices of meetings of the Society and Directors
(c) keep the 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
(f) maintain the register of members

35. The Treasurer must
(a) keep the financial records, including books of account, necessary to comply with the Society Act
(b) render financial statements to the Directors, members and others when required

36. (1) The offices of Secretary and Treasurer may be held by one person who is to be known as Secretary-Treasurer
(2) If a Secretary-Treasurer holds office, the total number of Directors must not be less than five (5).

37. In the absence of the Secretary from a meeting, the Directors must appoint another person to act as Secretary at the meeting

Part 8 - The Seal

38. The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place

39. 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 or President and Secretary-Treasurer.

Part 9 – Borrowing

40. 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.

41. A debenture must not be issued without the authorization of a special resolution.

42. The members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction expires the next Annual General Meeting.

Part 10 – Auditor

43. This part applies only if the Society requires or has resolved to have an auditor.

44. At each Annual General Meeting, the Society must appoint an auditor to hold office until a successor is elected at the next Annual General Meeting.

45. An auditor may be removed by ordinary resolution.

46. A Director or employee of the Society must not be its auditor.

Part 11 – Notice to Members

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

48. A notice sent by mail is deemed to have been given on the second business day following the day on which the notice is posted, and providing that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.

49. Notice of a general meeting must be given to every member on the register of members on the day notice is given.

Part 12 – Bylaws

50. On being admitted to membership, each member is entitled to, and the Society must give the member without charge, a copy of the constitution and bylaws of the Society.

51. The constitution and/or bylaws of the Society may be amended at an Annual General Meeting or special meeting called for the purpose. Notice of amendment must be circulated to all members at least two (2) weeks prior to the meeting.

52. A 75% majority of those members present and voting shall re required for carrying of such amendments.