Bylaws

The bylaws of the Sunshine Coast Genealogy Club were first adopted in July 2021

Amended in July 2022

Bylaws of the Sunshine Coast Genealogy Club (amended July 2022)

Part 1 – Interpretation

In these bylaws, unless the context otherwise requires;

"Board" means the board of directors of the club.

"Director" means a member of the board.

“Electronic Means” means any system or combination of systems, including but not limited to mail, telephone, electronic, computer or web-based technology or communication facility, that:

§ in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and

§ in relation to a vote, permits voters to cast a vote in the matter for determination in a manner that adequately discloses the intentions of the voters.

§ “Registered address” of a member means the member’s address as recorded in the register of members.

Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a non-binary person.

Part 2 - Membership

1) The members of the club are those who have joined and not ceased to be members.

2) A person may apply to the directors for membership in the club and on acceptance by the directors, is a member.

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

4) The term of membership in the club shall be annual, renewed prior to or at the AGM. Members who join within 4 months of the AGM shall be considered to be members until the following year.

5) The amount of the annual membership dues must be determined by the directors.

6) A person ceases to be a member of the club

§ one month after the AGM if they do not renew their membership.

§ by delivering his or her resignation in writing to the secretary of the club or by e-mailing it to the secretary

§ on his or her death

§ on being expelled

§ A member may be expelled by a majority vote of the directors. The member will be provided with a brief statement of the reasons for the proposed expulsion and will be given an opportunity to be heard at a director’s meeting.

7) A person must be a member of the club for 30 days before they may vote at a general meeting of the club.

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

Part 3 – Meetings of Members

9) General meetings of the club must be held at the time and place that the directors decide.

10) The directors will convene four general meetings a year. In addition, special general meetings may be held to deal with specific issues as they arise.

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

12) 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.

13) The annual general meeting of the club must be held once in every calendar year, within three months following the most recent fiscal year end.

Electronic participation in general meetings

14) The board may determine, in its discretion, to hold general meetings in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

15) Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

16) Persons participating by permitted electronic means are deemed to be present at the general meeting.

Proceedings at the General Meetings

17) Special business is all business at general meetings, special general meetings and at an annual general meeting, except the following;

§ the adoption of the rules of order

§ the consideration of the financial statements

§ the report of the directors

§ the report of the auditor, if any

§ the election of directors

§ the appointment of the auditor, if required

§ 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 report 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. 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.

19) A quorum is 5 members.

20) 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 members, must be terminated, but in any other case, it must stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the meeting will be invalid.

21) If at a general meeting

§ there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting, or

§ the president and all the other directors present are unwilling to act as the chair, the members present must choose one of their number to be the chair.

22) 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.

23) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as in the case of the original meeting. 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.

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

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

26) 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.

27) Voting is by show of hand at in-person meetings unless at least two voting members request written ballots. Election voting at an annual general meeting should be by ballot. Voting can be in writing at electronic meetings. Voting by proxy is not permitted.

Directors and Officers

28) The directors may exercise all the powers and do all the acts and things that the club 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 club in a general meeting, but subject, nevertheless, to

§ all laws affecting the club

§ these bylaws and

§ rules, not be inconsistent with these bylaws, that are made from time to time by the club in a general meeting

§ a rule, made by the club in a general meeting, does not invalidate a prior act of the directors that would been valid if that rule had not been made.

29) The number of directors must be 3 to a maximum of 7

30) The terms of directors will be two years to be staggered in accordance with board policy.

31) An election may be by acclamation.

31) Members cannot be nominated as directors from the floor at the AGM.

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

§ a director so appointed holds office only until the conclusion of the next AGM and is eligible for re-election at the meeting.

§ an act or proceeding of the directors is not valid merely because there are less than the prescribed number of directors in office.

33) The directors may, where two thirds of directors agree, remove a director, before the expiration of his or her term office, and may elect a successor to complete the term of office.

34) A director may not be remunerated for being or acting as a director but a director may be reimbursed for all expenses necessarily and reasonably incurred by the director while engaged in the affairs of the club.

Proceedings of the Directors

35) 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.

36) The directors may, from time to time set the quorum necessary to conduct business, and unless so, set the quorum as a majority of the directors in office.

37) The president is the chair of all meetings of the directors, but if at a meeting, the president is not present within 30 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 chair at that meeting.

38) A director may at any time, and the secretary, on the request of a director, must convene a meeting of the directors.

39) The board may, from time to time and subject to the bylaws of the club vary, add to or limit the powers and duties of any officer or director.

40) The directors may delegate any, but not all, of their powers to committees consisting of a director or directors as they think fit. The members of a committee may meet and adjourn as they think proper.

41) 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.

42) For a first meeting of directors held immediately following a general meeting or annual general meeting, it is not necessary to give notice of the meeting.

Questions arising at a meeting of the directors and a committee must be decided by a majority of votes. In the case of a tie vote, the chair does not have a second or casting vote.

43) A resolution in writing, signed by all the directors and placed with the minutes of the directors, is valid and effective as if regularly passed at a meeting of the directors.

Duties of Officers

44) At the first board meeting following the AGM, the directors shall appoint from among their number to fill the following positions:

45) The president presides at all meetings of the club and of the directors and provides leadership.

46) The vice president must do or make arrangements for the following:

§ carry out the duties of the president during the president’s absence

§ is responsible for the education, orientation, term tracking, retirement, succession planning and nomination of directors

47) The correspondence and membership director must do or make arrangements for the following:

§ conduct the correspondence

§ maintain the register of members

§ have custody of all records and documents of the club except those required to be kept by the treasurer

48) The secretary must do or make arrangements for the following:

§ keep minutes of all meetings of the club and directors

§ in the absence of the secretary from a meeting, the directors must appoint another person to act as secretary at the meeting

§ issue notices of meetings to the club member and the directors

49) The treasurer must do or make arrangements for the following:

§ keep the financial records, including books of account

§ render financial statements to the directors, members and others when required

Borrowing

50) In order to carry out the purposes of the club, the directors may, on behalf of and in the name of the club, raise or secure the payment or repayment of money in the manner they decide.

The members may, by special resolution, restrict the borrowing powers of the directors, but a restriction imposed expires at the next annual general meeting.

Fiscal Year

51) The fiscal year end of the club will be June 30. The annual general meeting (one of four general meetings) must be held within 3 months of the fiscal year end.

Notices to Members

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

53) Notice of a general meeting must be given to every member shown on the register of members on the day notice is given. No other person is entitled to receive a notice of a general meeting

Access to Records

54) The official records of the club will be open to the inspection of and disclosure to the members of the club. A member or director who wishes to make such inspection, shall apply in writing to the secretary or the treasurer. The official records will be made available for inspection at such time and place as is reasonable. Access to any other club record by a member, director or other person will be at the sole discretion of the board of directors.

Charitable Provisions

55) In the event of the dissolution of the club, funds and assets of the club, remaining after the satisfaction of its debts and liabilities, shall be given to transferred to such organization or organizations with similar purposes in British Columbia, as may be determined by the members of the club at the time of dissolution.

Bylaws

56) On being admitted to membership, each member is entitled to, and the club must provide without charge, a copy of the constitution and bylaws of the club.

These bylaws must not be altered or added to, except by special resolution passed by 2/3 of the members at a general meeting or special general meeting.

Date First Proposed and Accepted: ____________________________________

Amendments: